exv10w1






Exhibit 10.1




SECOND AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




Dated as of May 20, 2009




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

	 
	 	 	 	 
	Section 1.1 Purchase Facility

	 	 	1	 
	Section 1.2 Increases

	 	 	2	 
	Section 1.3 Decreases

	 	 	2	 
	Section 1.4 Payment Requirements

	 	 	3	 
	 
	 	 	 	 
	ARTICLE II

	PAYMENTS AND COLLECTIONS

	 
	 	 	 	 
	Section 2.1 Payments

	 	 	3	 
	Section 2.2 Collections Prior to Amortization

	 	 	3	 
	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

	 
	 	 	 	 
	Section 3.1 General Funding Provisions

	 	 	5	 
	Section 3.2 Yield Payments

	 	 	6	 
	Section 3.3 Selection and Continuation of Tranche Periods

	 	 	6	 
	Section 3.4 Committed Purchaser Discount Rates

	 	 	6	 
	Section 3.5 Suspension of the LIBO Rate

	 	 	6	 
	 
	 	 	 	 
	ARTICLE IV

	REPRESENTATIONS AND WARRANTIES

	 
	 	 	 	 
	Section 4.1 Representations and Warranties of Seller Parties

	 	 	7	 
	Section 4.2 Committed Purchaser Representations and Warranties

	 	 	10	 
	 
	 	 	 	 
	ARTICLE V

	CONDITIONS OF PURCHASES

	 
	 	 	 	 
	Section 5.1 Conditions Precedent to the Effectiveness of this Agreement

	 	 	11	 
	Section 5.2 Conditions Precedent to All Purchases and Reinvestment

	 	 	11	 
	 
	 	 	 	 
	ARTICLE VI

	COVENANTS

	 
	 	 	 	 
	Section 6.1 Affirmative Covenants of the Seller Parties

	 	 	12	 
	Section 6.2 Negative Covenants of the Seller Parties

	 	 	18	 
	 
	 	 	 	 
	ARTICLE VII

	ADMINISTRATION AND COLLECTION

	 
	 	 	 	 
	Section 7.1 Designation of Servicer

	 	 	19	 
	Section 7.2 Duties of Servicer

	 	 	19	 
	Section 7.3 Collection Notices

	 	 	21	 
	Section 7.4 Responsibilities of Seller

	 	 	21	 
	Section 7.5 Reports

	 	 	21	 
	Section 7.6 Servicing Fees

	 	 	21	 
	Section 7.7 Financial Covenant

	 	 	21	 






i









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE VIII

	AMORTIZATION EVENTS

	 
	 	 	 	 
	Section 8.1 Amortization Events

	 	 	21	 
	Section 8.2 Remedies

	 	 	23	 
	 
	 	 	 	 
	ARTICLE IX

	INDEMNIFICATION

	 
	 	 	 	 
	Section 9.1 Indemnities by the Seller Parties

	 	 	23	 
	Section 9.2 Increased Cost and Reduced Return

	 	 	25	 
	Section 9.3 Other Costs and Expenses

	 	 	26	 
	Section 9.4 Withholding Tax Exemption

	 	 	26	 
	Section 9.5 Accounting Based Consolidation Event

	 	 	27	 
	 
	 	 	 	 
	ARTICLE X

	THE AGENTS

	 
	 	 	 	 
	Section 10.1 Authorization and Action

	 	 	28	 
	Section 10.2 Delegation of Duties

	 	 	28	 
	Section 10.3 Exculpatory Provisions

	 	 	28	 
	Section 10.4 Reliance by Agents

	 	 	29	 
	Section 10.5 Non-Reliance on Agents and Other Purchasers

	 	 	29	 
	Section 10.6 Reimbursement and Indemnification

	 	 	29	 
	Section 10.7 Agents in their Individual Capacities

	 	 	29	 
	Section 10.8 Successor Agent

	 	 	30	 
	 
	 	 	 	 
	ARTICLE XI

	ASSIGNMENTS; PARTICIPATIONS

	 
	 	 	 	 
	Section 11.1 Assignments

	 	 	30	 
	Section 11.2 Participations

	 	 	31	 
	Section 11.3 Additional Purchaser Groups; Joinder by Conduit Purchaser

	 	 	32	 
	Section 11.4 Extension of Facility Termination Date

	 	 	32	 
	Section 11.5 Terminating Committed Purchasers

	 	 	33	 
	 
	 	 	 	 
	ARTICLE XII

	MISCELLANEOUS

	 
	 	 	 	 
	Section 12.1 Waivers and Amendments

	 	 	33	 
	Section 12.2 Notices

	 	 	34	 
	Section 12.3 Ratable Payments

	 	 	35	 
	Section 12.4 Protection of Ownership Interests of the Purchasers

	 	 	35	 
	Section 12.5 Confidentiality

	 	 	35	 
	Section 12.6 Bankruptcy Petition

	 	 	36	 
	Section 12.7 Limitation of Liability; Limitation of Payment; No Recourse

	 	 	36	 
	Section 12.8 CHOICE OF LAW

	 	 	37	 
	Section 12.9 CONSENT TO JURISDICTION

	 	 	37	 
	Section 12.10 WAIVER OF JURY TRIAL

	 	 	38	 
	Section 12.11 Integration; Binding Effect; Survival of Terms

	 	 	38	 
	Section 12.12 Counterparts; Severability; Section References

	 	 	38	 
	Section 12.13 Agent Roles

	 	 	38	 
	Section 12.14 Characterization

	 	 	39	 
	Section 12.15 Amendment and Restatement

	 	 	39	 
	Section 12.16 Federal Reserve

	 	 	40	 
	Section 12.17 USA PATRIOT Act

	 	 	40	 







ii











 





EXHIBITS




	 	 	 
	Exhibit I

	 	Definitions
	Exhibit II

	 	Form of Purchase Notice
	Exhibit II-A

	 	Form of Reduction Notice
	Exhibit III

	 	Places of Business of the Seller Parties; Locations of Records;
	 

	 	Federal Employer Identification Number(s)
	Exhibit IV

	 	Names of Collection Banks; Collection Accounts
	Exhibit V

	 	Form of Compliance Certificate
	Exhibit VI

	 	Form of Collection Account Agreement
	Exhibit VII

	 	Form of Assignment Agreement
	Exhibit VIII

	 	Credit and Collection Policy
	Exhibit IX

	 	Form of Contract(s)
	Exhibit X

	 	Form of Monthly Report
	Exhibit XI

	 	Form of Joinder Agreement
	 
	 	 
	SCHEDULES
	 	 
	 
	 	 
	Schedule A

	 	Purchaser Groups and Commitments
	Schedule B

	 	Purchaser Group Notice and Payment Information
	Schedule C

	 	Documents to Be Delivered on Effective Date







iii









 








SECOND AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT




          This Second Amended and Restated Receivables Purchase Agreement dated as of May 20, 2009 (as
amended, restated, supplemented or otherwise modified and in effect from time to time, this
“Agreement”) is among CGSF Funding Corporation, a Delaware corporation (“Seller”),
McKesson Corporation, a Delaware corporation (“McKesson”), as initial Servicer (McKesson,
together with the Seller, the “Seller Parties” and each a “Seller Party”), the
entities from time to time party hereto as Conduit Purchasers (together with their respective
successors and assigns hereunder, the “Conduit Purchasers”), the entities from time to time
party hereto as Committed Purchasers (together with their respective successors and assigns
hereunder, the “Committed Purchasers”), the entities from time to time party hereto as
Managing Agents (together with their respective successors and assigns hereunder, the “Managing
Agents”), and 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 Amended and Restated Receivables
Purchase Agreement dated as of June 11, 2004 (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 hereby sells and assigns
Purchaser Interests to the Collateral Agent for the benefit of one or more of the Purchasers in all
of its Receivables, whether now owned or hereafter arising. In accordance with the terms and
conditions set forth herein, each Conduit Purchaser may, at its option, instruct the related
Managing Agent (which will instruct the Collateral Agent) to purchase on its behalf through the
Collateral Agent, or if (i) such Conduit Purchaser shall decline to purchase or (ii) a Purchaser
Group does not have a Conduit Purchaser member, the Collateral Agent shall purchase, on behalf of
the applicable Committed Purchasers, Purchaser Interests from time to time in an aggregate amount
not to exceed the Purchase Limit, and for each Purchaser Group in an aggregate amount not to exceed
the Purchaser Group Limit for such Purchaser Group, during the period from the date hereof to but
not including the Amortization Date.




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




          Section 1.2 Increases.




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




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




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




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




          Section 1.3 Decreases. Seller shall provide each Managing Agent with prior written
notice in the form set forth as Exhibit II-A hereto (a “Reduction Notice”) of any reduction
of Aggregate Capital 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



2









 






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 address
listed beneath its signature on its signature page to this Agreement until otherwise notified by
such Managing Agent. All computations of Yield (other than Yield calculated using the Base Rate)
and per annum fees hereunder and under the Fee Letter shall be made on the basis of a year of 360
days for the actual number of days elapsed. All computations of Yield calculated using the Base
Rate shall be made on the basis of a year of 365 or 366 days, as applicable, for the actual number
of days elapsed. If any amount hereunder shall be payable on a day which is not a Business Day,
such amount shall be payable on the next succeeding Business Day.




ARTICLE II

PAYMENTS AND COLLECTIONS




          Section 2.1 Payments. Notwithstanding any limitation on recourse contained in this
Agreement, Seller shall immediately pay to each Managing Agent when due, for the account of the
related Purchaser or Purchasers (i) such fees as set forth in the Fee Letter, (ii) all amounts
payable as Yield, (iii) all amounts payable as Deemed Collections (which, subject to the servicing
procedures set forth in Article VII, shall be applied to reduce Aggregate Capital hereunder
in accordance with Sections 2.2 and 2.3 hereof), (iv) all amounts payable to reduce
the Seller Interest, if required, pursuant to Section 2.6, (v) all amounts payable pursuant
to Article IX, if any, (vi) all Servicer costs and expenses in connection with servicing,
administering and collecting the Receivables, including, without limitation, the Servicing Fee,
(vii) all Broken Funding Costs and (viii) all Default Fees (collectively, the
“Obligations”). If any Person fails to pay any of the Obligations when due, such Person
agrees to pay, on demand, the Default Fee in respect thereof until paid. Notwithstanding the
foregoing, no provision of this Agreement or the Fee Letter shall require the payment or permit the
collection of any amounts hereunder in excess of the maximum permitted by applicable law. If at
any time Seller receives any Collections or is deemed to receive any Collections, Seller shall
immediately pay such Collections or Deemed Collections to the Servicer and, at all times prior to
such payment, such Collections shall be held in trust by Seller for the exclusive benefit of the
Purchasers, the Managing Agents and the Collateral Agent.




          Section 2.2 Collections Prior to Amortization.




          (a) Prior to the Amortization Date, any Collections and/or Deemed Collections received by the
Servicer shall be held in trust by the Servicer for the payment of any accrued and unpaid Aggregate
Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any
Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set
aside and hold in trust for the benefit of 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 (ii) Seller
hereby requests and the Purchasers (other than



3









 






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




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




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




     (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, provided
that to the extent such Obligations relate to the payment of Servicer costs and expenses,
including the



4









 







Servicing Fee, when the Seller or one of its Affiliates is acting as the Servicer, such
costs and expenses, including the Servicing Fee, will not be paid until after the payment in
full of all other Obligations, and




     (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 immediately pay to the Managing Agents an
amount to be applied to reduce the Aggregate Capital, such that after giving effect to such payment
the aggregate of the Purchaser Interests equals or is less than 100%.




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




ARTICLE III

FUNDING




          Section 3.1 General Funding Provisions. Each Purchaser Interest of the Committed
Purchasers shall accrue Yield for each day during its Tranche Period at either the LIBO Rate or the
Base Rate in accordance with the terms and conditions hereof, and each Purchaser Interest 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 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 pursuant to the terms and conditions hereof shall
be the Base Rate. If any Committed Purchaser acquires by assignment from any Conduit Purchaser any
Purchaser Interest pursuant to such Conduit Purchaser’s respective Liquidity Agreement, each
Purchaser Interest so assigned shall each be deemed to have a new Tranche Period commencing on the
date of any such assignment.




5









 








          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 entire 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 II.




          Section 3.3 Selection and Continuation of Tranche Periods.




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




          Section 3.5 Suspension of the LIBO Rate.




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




          (b) If less than all of the Committed Purchasers give a notice to the Managing Agents pursuant
to Section 3.5(a), each Committed Purchaser which gave such a notice shall be obligated, at
the request of Seller or such Committed Purchaser’s Managing Agent (on behalf of the related
Conduit Purchaser or Conduit Purchasers), to assign all of its rights and obligations hereunder to
(i) another Committed Purchaser that is acceptable to such related Conduit Purchaser or Conduit
Purchasers or (ii) another funding entity nominated by Seller that is acceptable to such Conduit
Purchaser or Conduit Purchasers and willing to participate in this Agreement through the Facility
Termination Date in the place



6









 






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




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




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




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




          (e) Actions, Suits. 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.




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




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




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




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




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




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




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




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          (m) Material Adverse Effect. (i) The initial Servicer represents and warrants that,
since March 31, 2009, 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, 2009,
no event has occurred that would have a material adverse effect on (A) the financial condition or
operations of Seller, (B) the ability of Seller to perform its obligations under this Agreement or
(C) the collectibility of the Receivables generally or any material portion of the Receivables;
provided, that with respect to each of clause (i) and clause (ii), the
insolvency of, or any other event with respect to, any Obligor or Obligors which results in the
Eligible Receivables from such Obligor or Obligors ceasing to be Eligible Receivables shall not be
deemed to have a Material Adverse Effect so long as (x) immediately after giving effect to such
insolvency or event, as applicable, the Net Receivables Balance less the Aggregate Reserves equals
or exceeds the Aggregate Capital, and (y) such insolvency or event, as applicable, does not
materially adversely affect the ability of the initial Servicer to perform its obligations and
duties under this Agreement.




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




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




          (p) Not 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) Payments to CGSF and Originator. With respect to each Receivable transferred to
CGSF under the Tier One Receivables Sale Agreement, CGSF has given reasonably equivalent value to
the Originator in consideration therefor and with respect to each Receivable transferred to Seller
under the Tier Two Receivables Sale Agreement, Seller has given reasonably equivalent value to CGSF
in consideration therefor, and no such transfer has been made for or on account of an antecedent
debt.




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



9









 






generally and by general principles of equity (regardless of whether enforcement is sought in
a proceeding in equity or at law).




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




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




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




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




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




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




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




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




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




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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 listed on Schedule C hereto in form and substance acceptable to the
Collateral Agent and each Managing Agent;




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




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




          (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 Eligible Receivables; (b) the Facility Termination
Date shall not have occurred; (c) no Amortization Event or, with respect to any Incremental
Purchase, no Potential Amortization Event shall have occurred; (d) the Originator and CGSF shall
have marked their respective records evidencing the Receivables in a manner satisfactory to the
Collateral Agent, and (e) the Collateral Agent shall have received such other approvals, opinions
or documents as it may reasonably request. With respect to each Incremental Purchase and
Reinvestment, as a condition to such Incremental Purchase or Reinvestment, on the date of such
purchase the Seller represents and warrants that the representations and warranties set forth in
Section 4.1 are true and correct on and as of the date of such Incremental Purchase or
Reinvestment (and after giving effect thereto) as though made on and as of such date (except where
such representation or warranty relates to an earlier date, in which case as of such earlier date).




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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 and CGSF; provided, that the
Seller shall only to be required to deliver financial statements for the Seller and CGSF to
the extent such statements are prepared.




     (ii) Quarterly Reporting. Within sixty (60) days after the close of the first
three (3) quarterly periods of each of its respective fiscal years, balance sheets of each
of the Originator and the Servicer (if different from the Originator), and, to the extent
such financial statements are prepared, for CGSF and the Seller, in each such case as at the
close of each such period, together with statements of income and retained earnings and,
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.




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




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




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




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




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



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




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




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




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




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



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




13









 








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





     (e) Keeping and Marking of Records and Books.




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




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



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




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




          (h) Ownership. Seller shall take all necessary action to (i) vest legal and equitable
title to the Receivables, the Related Security and the Collections purchased under the Tier Two



14









 






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




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





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




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




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




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




     (E) conduct all transactions with the Originator, CGSF and the Servicer
(including, without limitation, any delegation of its obligations hereunder as
Servicer) strictly on an arm’s-length basis, allocate all overhead expenses
(including, without limitation, telephone and other utility charges), if any, for
items shared between Seller and the Originator or CGSF on the basis of actual use to
the extent practicable, if any,



15









 







and, to the extent such allocation is not practicable, on a basis reasonably
related to actual use;




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




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




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




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




     (J) except as herein specifically otherwise provided, maintain the funds or
other assets of Seller separate from, and not commingled with, those of the
Originator or CGSF and only maintain bank accounts or other depository accounts to
which the Seller alone is the account party, into which the Seller alone makes
deposits and from which the Seller alone (or the Collateral Agent or Managing Agents
hereunder) has the power to make withdrawals;




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




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




     (M) maintain its corporate charter in conformity with this Agreement, such that
it does not amend, restate, supplement or otherwise modify its Certificate of
Incorporation or By-Laws in any respect that would impair its ability to comply with
the



16









 







terms or provisions of any of the Transaction Documents, including, without
limitation, Section 6.1(i) of this Agreement;




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




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




     (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 June 11, 2004 by Bingham
McCutchen LLP as counsel for Seller and the Originator relating to substantive
consolidation issues, and in the certificates accompanying such opinion, remain true
and correct in all material respects at all times.



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




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




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




17









 








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




          (a) Name Change, Offices and Records. Such Seller Party will not make any change to
its name (within the meaning of Section 9-507(c) of any applicable enactment of the UCC), type or
jurisdiction of organization or location of books and records unless, at least thirty (30) days
prior to the effective date of any such name change, change in type or jurisdiction of
organization, or change in location of its books and records such Seller Party notifies the
Collateral Agent and each Managing Agent thereof and (except with respect to a change of location
of books and records) delivers to the Collateral Agent (i) such financing statements (Forms UCC-1
and UCC-3) as the Collateral Agent or any Managing Agent may reasonably request to reflect such
name change, change in type or jurisdiction of organization, (ii) if the Collateral Agent, any
Managing Agent or any Purchaser shall so request, an opinion of counsel, in form and substance
reasonably satisfactory to such Person, as to such Seller Party’s valid existence and good standing
and the perfection and priority of the Collateral Agent’s ownership or security interest in the
Receivables, the Related Security and Collections and (iii) such other documents and instruments as
the Collateral Agent or any Managing Agent may reasonably request in connection therewith and has
taken all other steps to ensure that the Collateral Agent, for the benefit of itself and the
Purchasers, continues to have a first priority, perfected ownership or security interest in the
Receivables, the Related Security related thereto and any Collections thereon.




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




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




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




18









 








          (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 either Receivables Sale Agreement), or send any written notice to Originator or CGSF
in respect thereof, without the prior written consent of the Collateral Agent, except with respect
to the occurrence of such Amortization Date arising pursuant to Section 5.1(d) of either
Receivables Sale Agreement.




ARTICLE VII

ADMINISTRATION AND COLLECTION




          Section 7.1 Designation of Servicer.




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




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




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




          Section 7.2 Duties of Servicer.




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




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




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




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




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




          (f) Any payment by an Obligor in respect of any indebtedness owed by it to the Originator,
CGSF or Seller shall, except as reasonably identified by the Servicer as not constituting a
Collection, as otherwise specified by such Obligor, as otherwise required by contract or law or
unless otherwise instructed by the Collateral Agent, be applied as a Collection of any Receivable
of such Obligor




20









 







(starting with the oldest such Receivable) to the extent of any amounts then due and payable
thereunder before being applied to any other receivable or other obligation of such Obligor.




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




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




          Section 7.5 Reports. The Servicer shall prepare and forward to each Managing Agent
(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:




21









 








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




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



22









 






the Tier One Receivables Sale Agreement, or (iii) CGSF shall for any reason cease to transfer,
or cease to have legal capacity to transfer, or otherwise be incapable of transferring Receivables
to Seller under the Tier Two Receivables Sale Agreement.




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




          Section 8.2 Remedies.




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



23









 






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):





     (x) 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;




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




     (z) 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;


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




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





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




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




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




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




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



24









 







resulting from the sale of the merchandise or service related to such Receivable or the
furnishing or failure to furnish such merchandise or services;




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




     (vii) any investigation, litigation or proceeding related to or arising from this
Agreement or any other Transaction Document, the transactions contemplated hereby, the use
of the proceeds of a purchase, the ownership of the Purchaser Interests or any other
investigation, litigation or proceeding relating to Seller, the Servicer, CGSF or the
Originator in which any Indemnified Party becomes involved as a result of any of the
transactions contemplated hereby;




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




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




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




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




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




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




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



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




          Section 9.2 Increased Cost and Reduced Return. If after the date hereof, any Funding
Source shall be charged any fee, expense or increased cost on account of the adoption of any



25









 






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




          Section 9.3 Other Costs and Expenses. Seller shall pay to the Collateral Agent, the
Managing Agents and the 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 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



26









 






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.




          Section 9.5 Accounting Based Consolidation Event.




          (a) If any Accounting Based Consolidation Event shall at any time occur then, upon demand by
the Collateral Agent, Seller shall pay to the Collateral Agent, for the benefit of the relevant
Affected Entity, such amounts as such Affected Entity reasonably determines will compensate or
reimburse such Affected Entity for any resulting (i) increased cost incurred or otherwise suffered
by such Affected Entity or (ii) reduction in the rate of return on such Affected Entity’s capital
or reduction in the amount of any sum received or receivable by such Affected Entity, reasonably
determined by such Affected Entity to be allocable to the Seller or the transactions contemplated
in this Agreement in connection therewith; provided, however, that the amounts paid by the Seller
to any Affected Entity under this Section 9.5 for any Accrual Period shall not exceed an amount
equal to (x) the total Capital of such Affected Entity during such Accrual Period multiplied by (y)
the Applicable Margin during such Accrual Period. Amounts under this Section 9.5 may be demanded
at any time without regard to the timing of issuance of any financial statements by any Conduit
Purchaser or by any Affected Entity. At the request of the Seller, any Managing Agent requesting a
payment on behalf of any Affected Entity under this Section 9.5 shall promptly provide the Seller
with reasonable documentation supporting such request.




          (b) For purposes of this Section 9.5, the following terms shall have the following meanings:




          “Accounting Based Consolidation Event” means the consolidation, for financial and/or
regulatory accounting purposes, of all or any portion of the assets and liabilities of a Conduit
Purchaser that are subject to this Agreement or any other Transaction Document with all or any
portion of the assets and liabilities of an Affected Entity.




          “Affected Entity” means (i) any Committed Purchaser, (ii) any insurance company, bank
or other funding entity providing liquidity, credit enhancement or back-up purchase support or
facilities to a Conduit Purchaser, (iii) any agent, administrator or manager of a Conduit
Purchaser, or (iv) any bank holding company in respect of any of the foregoing.




ARTICLE X

THE AGENTS




27









 








          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 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.




28









 








          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 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



29









 






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.




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 VII




30









 







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




          (c) Each of the Committed Purchasers that is (i) not a Conduit Purchaser and (ii) a member of
a Purchaser Group that has a Conduit Purchaser as a member, agrees that in the event that it shall
cease to have the Required Ratings (an “Affected Committed Purchaser”), such Affected
Committed Purchaser shall be obliged, at the request of the Conduit Purchasers in such Committed
Purchaser’s Purchaser Group or the applicable Managing Agent, to assign all of its rights and
obligations hereunder to (x) another Committed Purchaser or (y) another funding entity nominated by
such Managing Agent and acceptable to such affected Conduit Purchasers, and willing to participate
in this Agreement through the 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



31









 






to this Agreement, except for any amendment, supplement, waiver or modification described in
Section 11.1(b)(i).




          Section 11.3 Additional Purchaser Groups; Joinder by Conduit Purchaser.




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




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




          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



32









 






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 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.




33









 








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




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


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




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



34









 






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 interests of the Purchasers under this Agreement and after the occurrence and during the
continuance of an Amortization Event, may also direct that payments of all amounts due or that
become due under any or all Receivables be made directly to the Collateral Agent or its designee.
Seller or the Servicer (as applicable) shall, at any Purchaser’s request, withhold the identity of
such Purchaser in any such notification.




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




          Section 12.5 Confidentiality.




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




35









 








          (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, (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.




          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 Title 11, United States Code (Bankruptcy)) 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



36









 






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) Each party hereto acknowledges and agrees that JS Siloed Trust is a Delaware statutory
trust and that all obligations which JS Siloed Trust has or may in the future have to any party to
this Agreement are obligations and liabilities solely of the series of JS Siloed Trust, as a
Delaware statutory trust, as provided in Section 3806(b)(2) of Chapter 38 of Title 12 of the
Delaware Code, 12 Del.Code § 3801 et seq., which has been designated to hold the Purchaser
Interests and related Obligations and not of JS Siloed Trust generally or any other series of such
trust and that any such obligations and liabilities may be satisfied solely from the assets of the
series of such trust which has been designated to hold the Purchaser Interest and related
Obligations. No recourse shall be had for the payment of any amount owing by JS Siloed Trust in
respect of any obligation or claim arising out of or based upon this Agreement against any Trustee
or any employee, officer, director, manager or authorized representative of any Trustee. For
purposes of this paragraph, the term “Trustee” shall mean and include any Person then
acting as a trustee for JS Siloed Trust (both in its individual capacity and in its capacity as
Trustee hereunder), including JPMorgan Chase Bank, N.A., as administrative trustee, and all
affiliates thereof and any employee, officer, director, incorporator, shareholder or beneficial
owner of any of them; provided, however, that JS Siloed Trust shall not be considered to be an
affiliate of any Trustee for purposes of this clause (c).




          (d) 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) OF THE STATE OF NEW YORK EXCEPT TO
THE EXTENT THAT THE PERFECTION OF THE PURCHASERS’ SECURITY INTEREST IN THE PURCHASER INTERESTS IS
GOVERNED BY THE LAW OF ANOTHER STATE, AS REQUIRED BY THE LAWS OF THE STATE OF NEW YORK.




          Section 12.9 CONSENT TO JURISDICTION. EACH SELLER PARTY HEREBY IRREVOCABLY SUBMITS TO
THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW
YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT AND EACH OF SELLER PARTY HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS
TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS
AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE



37









 






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.




          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



38









 






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, CGSF or the Originator or any other person arising in
connection with the Receivables, the Related Security, or the related Contracts, or any other
obligations of Seller, CGSF or the Originator.




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




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




39









 








          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 “Act”) hereby notifies the Seller Parties that pursuant to the requirements of
the 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 Act.





40









 








          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:

Name:
	 	/s/ Andy Kim
 

Andy Kim
	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	One Post Street	 	 
	 	 	San Francisco, California 94104	 	 
	 	 	Fax: (415) 983-9369	 	 
	 
	 	 	 	 	 	 
	 	 	McKESSON CORPORATION,

as the Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Nic Loiacono	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Nic Loiacono	 	 
	 

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






Signature Page to Second Amended and

Restated Receivables Purchase Agreement




 









 





	 	 	 	 	 	 	 
	 	 	JS SILOED TRUST,

as a Conduit Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	JPMorgan Chase Bank, N.A.,	 	 
	 

	 	 	 	not in its individual capacity but

solely as administrative trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John M. Kuhns
 

John M. Kuhns
	 	 
	 

	 	Title:
	 	Executive Director	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	c/o JPMorgan Chase Bank, N.A.	 	 
	 	 	Asset Backed Finance	 	 
	 	 	Suite 0079, 1-19	 	 
	 	 	1 Chase Plaza	 	 
	 	 	Chicago, Illinois 60670-0019	 	 
	 	 	Fax: (312) 732-1844	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,	 	 
	 	 	as a Committed Purchaser, a Managing Agent	 	 
	 	 	and as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John M. Kuhns	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John M. Kuhns	 	 
	 

	 	Title:
	 	Executive Director	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	JPMorgan Chase Bank, N.A.	 	 
	 	 	Asset Backed Finance	 	 
	 	 	Suite 0596, 1-21	 	 
	 	 	1 Chase Plaza	 	 
	 	 	Chicago, Illinois 60670-0596	 	 
	 	 	Fax: (312) 732-4487	 	 






Signature Page to Second Amended and

Restated Receivables Purchase Agreement




 









 





	 	 	 	 	 	 	 
	 	 	ENTERPRISE FUNDING COMPANY, LLC,

as a Conduit Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bernard J. Angelo
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	c/o Global Securitization Services, LLC	 	 
	 	 	68 South Service Road	 	 
	 	 	Suite 120	 	 
	 	 	Melville, New York 11747	 	 
	 	 	Tel. No.:	 	 
	 	 	Facsimile No.: (212) 302-8767	 	 
	 
	 	 	with a copy to Bank of America, N.A.

at the address specified below	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,

as a Committed Purchaser and a Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Matt Zimmerman	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Matt Zimmerman	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	214 North Tryon Street, 19th Floor	 	 
	 	 	NC1-027-19-01	 	 
	 	 	Charlotte, North Carolina 28255	 	 
	 	 	Attention: Global Structured Finance	 	 
	 	 	Tel. No.:	 	 
	 	 	Facsimile No.: (704) 388-0027	 	 






Signature Page to Second Amended and

Restated Receivables Purchase Agreement




 









 





	 	 	 	 	 	 	 
	 	 	LIBERTY STREET FUNDING LLC,

as a Conduit Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Jill A. Russo
 

Jill A. Russo
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	c/o Global Securitization Services, LLC	 	 
	 	 	445 Broadhollow Road, Suite 239	 	 
	 	 	Melville, New York 11747	 	 
	 	 	Attention: Andrew L. Stidd	 	 
	 	 	Fax: (212) 302-8767	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA,

as a Committed Purchaser and as Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Eden	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Michael Eden	 	 
	 

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






Signature Page to Second Amended and

Restated Receivables Purchase Agreement




 









 





	 	 	 	 	 	 	 
	 	 	GOTHAM FUNDING CORPORATION,

as a Conduit Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Louise E. Colby
 

Louise E. Colby
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	c/o J.H. Management Corporation	 	 
	 	 	One International Place	 	 
	 	 	Boston, MA 02110	 	 
	 	 	Attention: R. Douglas Donaldson	 	 
	 	 	Fax: (617) 951-7050	 	 
	 	 	Tel:	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,	 	 
	 	 	NEW YORK BRANCH,	 	 
	 	 	as a Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Aditya Reddy	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Aditya Reddy	 	 
	 

	 	Title:
	 	Vice President and Manager	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	1251 Avenue of the Americas	 	 
	 	 	New York, New York 10020	 	 
	 	 	Attention: Securitization Group	 	 
	 	 	Fax: (212) 782-6448	 	 
	 	 	Tel:	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,	 	 
	 	 	NEW YORK BRANCH,	 	 
	 	 	as a Committed Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Victor Pierzchalski	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Victor Pierzchalski	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	1251 Avenue of the Americas	 	 
	 	 	New York, New York 10020	 	 
	 	 	Attention: Securitization Group	 	 
	 	 	Fax: (212) 782-6448	 	 
	 	 	Tel:	 	 






Signature Page to Second Amended and

Restated Receivables Purchase Agreement




 









 





	 	 	 	 	 	 	 
	 	 	NIEUW AMSTERDAM RECEIVABLES CORPORATION,

as a Conduit Purchaser
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Damian A. Perez
 

Damian A. Perez
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	c/o Global Securitization Services, LLC	 	 
	 	 	68 South Service Road, Suite 120	 	 
	 	 	Melville, New York 11747	 	 
	 	 	Attention: Tony Wong	 	 
	 	 	Fax: (631) 930-7207	 	 
	 
	 	 	 	 	 	 
	 	 	COOPERATIEVE CENTRALE RAIFFEISEN-	 	 
	 	 	BOERENLEENBANK B.A., “RABOBANK	 	 
	 	 	INTERNATIONAL”, NEW YORK BRANCH,	 	 
	 	 	as a Committed Purchaser and a Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christopher Lew	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Christopher Lew	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brett Delfino	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Brett Delfino	 	 
	 

	 	Title:
	 	Executive Director	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	Rabobank International, New York Branch	 	 
	 	 	245 Park Avenue, 37th Floor	 	 
	 	 	New York, New York 100167	 	 
	 	 	Attention: Transaction Management	 	 
	 	 	Fax: (914) 287-2254	 	 
	 	 	Tel:	 	 






Signature Page to Second Amended and

Restated Receivables Purchase Agreement




 









 





	 	 	 	 	 	 	 
	 	 	MARKET STREET FUNDING LLC,

as a Conduit Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Doris J. Hearn
 

Doris J. Hearn
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	c/o AMACAR Group, L.L.C.	 	 
	 	 	6525 Morrison Blvd., Suite 318	 	 
	 	 	Charlotte, NC 28211	 	 
	 	 	Attention: Douglas K. Johnson	 	 
	 	 	Fax: (704) 365-1362	 	 
	 
	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION

as a Committed Purchaser and as Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William P. Falcon	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	William P. Falcon	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	One PNC Plaza	 	 
	 	 	249 Fifth Avenue	 	 
	 	 	Pittsburgh, PA 15222	 	 
	 	 	Attention: William Falcon	 	 
	 	 	Fax: (412) 762-5442	 	 






Signature Page to Second Amended and

Restated Receivables Purchase Agreement





 











 





EXHIBIT I




DEFINITIONS




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




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




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




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




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




          “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 Second 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, 3.00% per annum.




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




          “Authorized Officer” shall mean, with respect to any Seller Party, its respective
corporate controller, treasurer, assistant treasurer, vice president-finance or chief financial
officer and, in addition,



I-1









 






in the case of the Seller, its president so long as the president retains the duties of a
financial officer of the Seller.




          “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 plus
2.00%, (ii) the Federal Funds Rate plus 0.50% and (iii) the LIBO Rate for a Tranche Period of one
month plus 1.00%.




          “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.




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




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




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




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




I-2









 








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




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




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




          “Collection Period” means each calendar month.




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




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




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




          “Committed Purchaser” 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, 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. As of the Effective Date, the “Conduit Purchaser” for the
Purchaser Group for which JPMorgan Chase acts as Managing Agent shall be JS Siloed Trust and
Jupiter.




          “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



I-3









 






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 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 the date hereof and summarized in
Exhibit VIII hereto, 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 to have received a
Collection in full of a Receivable if at any time (i) the Outstanding Balance of any such
Receivable is either (x) reduced as a result of any defective or rejected goods or services, any
discount or any adjustment or otherwise by Seller (other than cash Collections on account of the
Receivables) or (y) reduced or canceled as a result of a setoff in respect of any claim by any
Person (whether such claim arises out of the same or a related transaction or an unrelated
transaction) or (ii) any of the representations or warranties in Article IV are no longer
true with respect to such Receivable.




          “Defaulted Receivable” means a Receivable: (i) as to which the Obligor thereof has
taken any action, or suffered any event to occur, of the type described in Section 8.1(d)
(as if references to Seller Party therein refer to such Obligor); (ii) which, consistent with the
Credit and Collection Policy, would be written off Seller’s books as uncollectible, (iii) which has
been identified by Seller as uncollectible in accordance with the Credit and Collection Policy or
(iv) as to which any payment, or part thereof, remains unpaid for ninety one (91) days or more from
the original due date for such payment.




I-4









 








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




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




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




          “Delinquent Receivable” means a Receivable as to which any payment, or part thereof,
remains unpaid for sixty 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.




          “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;






I-5









 






	 	 	 	 	 	 	 
	 

	 	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 20, 2009.




          “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,



I-6









 






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




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




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




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




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




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




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




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




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



I-7









 





          “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 19, 2010, as such date may be extended from time
to time pursuant to, and in accordance with, Section 11.4 of this Agreement.




          “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 Eighth 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.




          “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



I-8









 






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.




          “JS Siloed Trust” means JS Siloed Trust, a Delaware statutory trust, together with its
successors and permitted assigns.




          “Jupiter” means Jupiter Securitization Company LLC, a Delaware limited liability
company, together with its successors and permitted assigns.




          “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, 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
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



I-9









 






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%.




          “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.




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




          “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.




          “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.






I-10









 





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 of Exhibit X-1
hereto (appropriately completed), 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.




          “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.




I-11









 








          “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 Tier One Receivables
Sale Agreement.




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




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




          “Pooled Commercial Paper” means Commercial Paper notes of a Conduit Purchaser subject
to any particular pooling arrangement by such Conduit Purchaser but excluding Commercial Paper
issued by a Conduit Purchaser for a tenor and in an amount specifically requested by any Person in
connection with any agreement effected by such Conduit Purchaser.




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




          “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 $1,100,000,000.




          “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.




I-12









 








          “Purchaser Group” means a group consisting of one or more Conduit Purchasers, the
related 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.




          “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.




I-13









 








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




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




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




          “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,




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




     (v) all Records related to such Receivable,




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




     (vii) all proceeds of any of the foregoing.



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




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




          “Required Notice Period” means two Business Days.




          “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



I-14









 






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 division of The McGraw-Hill
Companies, Inc., and any successor thereto.




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




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




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




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




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




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




          “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 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%;



I-15









 






     (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;
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. 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 4.3(b).




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




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




          “Tier One Receivables Sale Agreement” means that certain Amended and Restated
Receivables Sale Agreement, dated as of June 11, 2004, between the Originator and CGSF, (as
amended, restated, supplemented or otherwise modified and in effect from time to time).




          “Tier Two Receivables Sale Agreement” means that certain Amended and Restated
Receivables Sale Agreement, dated as of June 11, 2004, between CGSF and the Seller, (as amended,
restated, supplemented or otherwise modified and in effect from time to time).




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




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




I-16









 








          “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, 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




     (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 Agreements, each Collection Account Agreement, the Fee Letter, each Liquidity
Agreement and all other instruments, documents and agreements executed and delivered in connection
herewith.




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




          “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-17









 








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 Second Amended and Restated Receivables Purchase Agreement,
dated as of May 20, 2009 (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 is at
least two (2) Business Days after the date hereof.




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




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




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




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




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




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




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




II-1









 








	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	CGSF FUNDING CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 
	 	 
	 

	 	Name:
	 	 	 	 
	 

	 	Title:	 	 	 	 







II-2









 








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 Second Amended and Restated Receivables Purchase Agreement,
dated as of May 20, 2009, 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:
	 	 	[                    ]	 






     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:  	 	 
	 




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
San Francisco CA 94104
	 	One Post Street
San Francisco, CA 94104
	 
	 	 	 	 
	Location of Records

	 	One Post Street 

San Francisco, CA 94104
	 	One Post Street

San Francisco, CA 94104
	 
	 	 	 	 
	 

	 	Customer and Financial Services 

1220 Senlac Drive

Carrollton, TX 75006
	 	Customer and Financial Services

1220 Senlac Drive

Carrollton, TX 75006
	 
	 	 	 	 
	FEIN

	 	 	 	94-3207296







III-1









 








EXHIBIT IV




NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS




	 	 	 	 	 	 	 	 	 
	Bank Name	 	Account #	 	Type	 	Lock-Box #	 	Address
	Bank of America, N.A.

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

	 	 	 	Chicago LB
	 	 	 	12748 Collections Center Drive

Chicago, IL 60693
	 
	 	 	 	 	 	 	 	 
	Bank of America, N.A.

	 	 	 	Los Angeles LB
	 	 	 	File 57256, Los Angeles, CA 90074
	 
	 	 	 	 	 	 	 	 
	Bank of America, N.A.

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

	 	 	 	Electronic LB	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	US Bank, National Association

	 	 	 	Credit Card Receipts	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Wachovia Bank, N.A.

	 	 	 	Electronic LB	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Wachovia Bank, N.A.

	 	 	 	Electronic LB	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Wachovia Bank, N.A.

	 	 	 	Electronic LB	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Wachovia Bank, N.A.

	 	 	 	Electronic LB	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Wachovia Bank, N.A.

	 	 	 	Electronic LB	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Wachovia Bank, N.A.

	 	 	 	Electronic LB	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Wells Fargo Bank, N.A.

	 	 	 	Electronic LB	 	 	 	 
	`
	 	 	 	 	 	 	 	 







IV-1









 








EXHIBIT V




FORM OF COMPLIANCE CERTIFICATE




To: [Insert Names of Managing Agents]




     This Compliance Certificate is furnished pursuant to that certain Second Amended and Restated
Receivables Purchase Agreement dated as of May 20, 2009 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 COLLECTION ACCOUNT AGREEMENT




[On letterhead of Originator]




[Date]




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




     Re:  McKesson Corporation



Ladies and Gentlemen:




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




          The Company hereby informs you that (i) pursuant to that certain Amended and Restated
Receivables Sale Agreement, dated as of June 11, 2004 between the Company and California Golden
State Finance Company (“CGSF”), the Company has transferred all of its right, title and
interest in and to, and exclusive ownership and control of, the Lock-Box and the Lock-Box Account
to CGSF, (ii) pursuant to that certain Amended and Restated Receivables Sale Agreement, dated as of
June 11, 2004 between CGSF and CGSF Funding Corporation (the “Seller”), CGSF has
transferred all of its right, title and interest in and to, and exclusive ownership and control of,
the Lock-Box and the Lock-Box Account to the Seller and (iii) pursuant to that certain Second
Amended and Restated Receivables Purchase Agreement, dated as of May 20, 2009 (the “RPA”)
among the Seller, the Company, the “Conduit Purchasers” from time to time party thereto, the
“Committed Purchasers” from time to time party thereto, the “Managing Agents” from time to time
party thereto and JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as collateral agent (in
such capacity, the “Collateral Agent”), the Seller has transferred all of its right, title
and interest in and to, and control of, the Lock-Box and the Lock-Box Account to JPMorgan Chase, as
Collateral Agent. The Company, CGSF and the Seller hereby request that the name of the Lock-Box
Account be changed to “CGSF Funding Corporation, an indirect subsidiary of McKesson Corporation.”




          The Company and the Seller hereby irrevocably instruct you, and you hereby agree, that upon
receiving notice from JPMorgan Chase in the form attached hereto as Annex A (the “Notice”),
you shall comply with instructions originated by JPMorgan Chase, as Collateral Agent, directing
disposition of the funds in the Lock-Box and the Lock-Box Account without further consent of either
the Company or the Seller. Notwithstanding the foregoing, the Collateral Agent hereby authorizes
you to take instructions from the Company or the Seller, on behalf of the Collateral Agent, with
respect to the funds delivered to the Lock-Box and/or on deposit in the Lock-Box Account until such
time as you receive the Notice. Following receipt of such Notice: (i) the name of the Lock-Box and
the Lock-Box Account will be changed to “JPMorgan Chase Bank, N.A., for itself and as Collateral
Agent” (or any designee of JPMorgan Chase) and the Collateral Agent will have exclusive ownership
of and access to the Lock-Box and the Lock-Box Account, and none of the Company, the Seller nor any
of their respective affiliates will



VI-1









 






have any control of the Lock-Box or the Lock-Box Account or any access thereto, (ii) you will
either continue to send the funds from the Lock-Box to the Lock-Box Account, or will redirect the
funds as the Collateral Agent may otherwise request, (iii) you will transfer monies on deposit in
the Lock-Box Account, at any time, as directed by the Collateral Agent, (iv) all services to be
performed by you under the Agreement will be performed on behalf of the Collateral Agent, (v) you
will not take any direction or instruction with respect to the Lock-Box, the Lock-Box Account or
any monies or funds on deposit therein under any circumstance from the Company, the Seller or any
affiliate thereof without the prior written consent of the Collateral Agent and (vi) copies of all
correspondence or other mail which you have agreed to send to the Company or the Seller will be
sent to the Collateral Agent at the following address:



JPMorgan Chase Bank, N.A.

Suite 0596, 21st Floor

1 Chase Plaza

Chicago, Illinois 60670

Attention: Credit Manager, Asset Backed

          
      Securities Division




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




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




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




          [The parties acknowledge that you may assign or transfer your rights and obligations hereunder
to a wholly-owned subsidiary of JPMorgan Chase & Co.]




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




VI-2









 








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




VI-3









 








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




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	McKESSON CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 
	 	 
	 

	 	Name:
	 	 
	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CGSF FUNDING CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






	 	 	 	 	 
	Acknowledged and agreed to

this                      day of                     	 	 
	 
	 	 	 	 
	[COLLECTION BANK]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 
	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK, N.A.,

as Collateral Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 
	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






VI-4









 






ANNEX A




FORM OF NOTICE




[On letterhead of JPMorgan Chase]




[Date]




[Name and Address of Collection Bank/Depositary Bank/Concentration Bank]




     Re: McKesson Corporation



Ladies and Gentlemen:




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




          We appreciate your cooperation in this matter.




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.

(for itself and as Collateral Agent)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 







VI-5









 








EXHIBIT VII




FORM OF ASSIGNMENT AGREEMENT




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




PRELIMINARY STATEMENTS




          A. This Assignment Agreement is being executed and delivered in accordance with Section
11.1(b) of that certain Second Amended and Restated Receivables Purchase Agreement dated as of May
20, 2009 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




VII-1









 







“Purchaser’s Capital”); (ii) all accrued but unpaid (whether or not then due) Yield
attributable to the Purchaser’s Capital; and (iii) accruing but unpaid fees and other costs and
expenses payable in respect of the Purchaser’s Capital for the period commencing upon each date
such unpaid amounts commence accruing, to and including the Effective Date (the “Purchaser’s
Acquisition Cost”);



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




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




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




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




VII-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.




VII-3









 








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




	 	 	 	 	 	 	 
	 	 	[SELLER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[PURCHASER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






VII-4









 






SCHEDULE I TO ASSIGNMENT AGREEMENT




LIST OF LENDING OFFICES, ADDRESSES




FOR NOTICES AND COMMITMENT AMOUNTS




Date:      
                 
               
   ,                     




Transferred Percentage:                     %




	 	 	 	 	 	 	 	 	 
	 	 	A-1	 	A-2	 	B-1	 	B-2
	Seller
	 	Commitment	 	Commitment	 	Outstanding	 	Ratable Share
	 
	 	[existing]	 	[revised]	 	Capital	 	 
	 
	 	 	 	 	 	(if any)	 	 






	 	 	 	 	 	 	 
	 	 	A-1	 	B-1	 	B-2
	Purchaser
	 	Commitment	 	Outstanding	 	Ratable Share
	 
	 	[initial]	 	Capital

(if any)	 	 






Address for Notices

                    

                    

Attention:

Phone:

Fax:




VII-5









 





SCHEDULE II TO ASSIGNMENT AGREEMENT




EFFECTIVE NOTICE




	 	 	 	 	 	 	 	 	 	 	 
	TO:

	 	 	 	 	 	 	 	, Seller	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	TO:

	 	 	 	 	 	 	 	, Purchaser	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





          The undersigned, as Collateral Agent under the Second Amended and Restated Receivables
Purchase Agreement dated as of May 20, 2009 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.




VII-6









 








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




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., individually and as Collateral
Agent [and a Managing Agent]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 
	 	 
	 

	 	Title:
	 	 

	 	 






VII-7









 








EXHIBIT VIII




CREDIT AND COLLECTION POLICY




Attached.




VIII-1









 





EXHIBIT IX




FORM OF CONTRACT(S)




Attached.




IX-1









 








EXHIBIT X




FORM OF MONTHLY REPORT




Attached.




X-1









 








EXHIBIT XI




FORM OF JOINDER AGREEMENT




          Reference is made to the Second Amended and Restated Receivables Purchase Agreement dated as
of May 20, 2009 (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.




XI-1









 








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




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




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




XI-2









 








Schedule I

to

Joinder Agreement




Dated ___ ___, 20___




Section 1.




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



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



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



Section 2.




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



          [New Committed Purchaser]               $[___]




	 	 	 	 	 	 	 
	NEW CONDUIT PURCHASER:	 	[NEW CONDUIT PURCHASER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Address for notices:

[Address]	 	 
	 
	 	 	 	 	 	 
	NEW COMMITTED PURCHASER[S]:	 	[NEW COMMITTED PURCHASER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Address for notices:

[Address]	 	 
	 
	 	 	 	 	 	 
	NEW MANAGING AGENT:	 	[NEW MANAGING AGENT]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Address for notices:

[Address]	 	 






XI-3









 






	 	 	 	 	 
	Consented to this          
            day of        
                   
              , 20    
     
            by:
	 
	 	 	 	 
	CGSF FUNDING CORPORATION 

     as Seller	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	MCKESSON CORPORATION 

     as Servicer	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK, N.A., as Collateral Agent
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	[SIGNATURE BLOCK FOR EACH MANAGING AGENT]

     as a Managing Agent
	 
	 	 	 	 





	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 
	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






XI-4









 






SCHEDULE A




PURCHASER GROUPS AND COMMITMENTS




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

Purchaser Group

	 	JS Siloed Trust



Jupiter Securitization Company LLC
	 	JPMorgan Chase Bank, N.A.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Scotia Purchaser 

Group

	 	Liberty Street Funding LLC
	 	The Bank of Nova Scotia	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Rabobank  

Purchaser Group

	 	Nieuw Amsterdam Funding

Corporation
	 	Cooperatieve Centrale Raiffeisen-

Boerenleenbank B.A., “Rabobank

International”, New York Branch	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BTM Purchaser 

Group

	 	Gotham Funding Corporation
	 	The Bank of Tokyo-Mitsubishi

UFJ Ltd., New York Branch	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Bank of America

Purchaser Group

	 	Enterprise Funding Company, LLC
	 	Bank of America, N.A.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	PNC Purchaser
 Group

	 	Market Street Funding LLC
	 	PNC Bank, National Association	 	 	 	 
	 

	 	 	 	TOTAL
	 	 	 	 







A-1









 








SCHEDULE B




PURCHASER GROUP NOTICE AND PAYMENT INFORMATION




	 	 	 	 	 
	Purchaser Group	 	Notice Address	 	Payment Instructions
	JPMorgan Purchaser Group

	 	JPMorgan Chase Bank, N.A.

10 South Dearborn Street

Suite IL1-0079 

Chicago, IL 60670 

Attn: Asset-Backed Securities — Conduits 

Fax:
	 	Acct. Title: Jupiter Securitization LLC

JPMorgan Chase Bank, N.A.

ABA#:

Acct #:

Ref: CGSF Funding Corp.

SWIFT Address:
	 
	 	 	 	 
	Scotia Purchaser Group

	 	The Bank of Nova Scotia 

One Liberty Plaza

New York, New York 10006

Attn:

Fax:

	 	Liberty Street Funding LLC

The Bank of Nova Scotia New York Agency

ABA#

Acct: Liberty Street Funding LLC

Acct #:
	 
	 	 	 	 
	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:
	 	Nieuw Amsterdam Receivables Corporation

U.S. Bank Trust N.A.

ABA#:

Acct Name: MMI Central Cash Account

Acct#:

FFC to Acct#:

Ref: NARCO//CGSF Funding

Corporation/McKesson Corporation
	 
	 	 	 	 
	BTM Purchaser Group

	 	The Bank of Tokyo-Mitsubishi UFJ, Ltd., 

New York Branch 

1251 Avenue of the Americas

New York, New York 10020 

Attn: Securitization Group 

Fax:
	 	Gotham Funding Corporation

Bank of Tokyo Mitsubishi

UFJ Trust Company

ABA#:

Gotham Funding Corporation

Acct#:
	 
	 	 	 	 
	Bank of America Purchaser Group

	 	Bank of America, National Association

214 North Tryon Street, 21st Floor

NC1-027-21-01

Charlotte, North Carolina 28255

Attention: ABCP Conduit Group

Telephone:

Facsimile:
	 	Bank: Deutsche Bank (New York, NY)

Benf: DTBCA, as Agent for

          Enterprise Funding

ABA:

A/C #:

Ref: McKesson

Attn:
	 
	 	 	 	 
	PNC Purchaser Group

	 	PNC Bank, National Association 

One PNC Plaza

249 Fifth Avenue

Pittsburgh, Pennsylvania 15222

Attn:

Fax:
	 	Market Street Funding LLC

PNC Bank, N.A.

Acct #:

ABA#:

Ref: CGSF Funding







C-1









 








SCHEDULE C




DOCUMENTS TO BE DELIVERED

ON OR PRIOR TO THE EFFECTIVE DATE





	1.	 	Second Amended and Restated Receivables Purchase Agreement, dated as of the Effective Date,
among the Seller, McKesson, as Servicer, the Conduit Purchasers party thereto, the Committed
Purchasers party thereto, the Managing Agents party thereto and JPMorgan Chase Bank, N.A., as
Collateral Agent
	 
	2.	 	Eighth Amended and Restated Fee Letter, dated as of the Effective Date, among the Seller and
the Managing Agents
	 
	3.	 	Certificate of Incorporation of McKesson, certified by the Secretary of State of Delaware
	 
	4.	 	Certificate of Incorporation of California Golden State Finance Company, certified by the
Secretary of State of California
	 
	5.	 	Certificate of Incorporation of Seller, certified by the Secretary of State of Delaware
	 
	6.	 	Good Standing Certificate for McKesson issued by the Secretary of State of the States of
Delaware and California
	 
	7.	 	Good Standing Certificate for California Golden State Finance Company issued by the Secretary
of State of California
	 
	8.	 	Good Standing Certificate for Seller issued by the Secretary of State of Delaware
	 
	9.	 	Reliance Letter of Bingham McCutchen LLP, dated as of the Effective Date, addressed to PNC
Bank, National Association and Market Street Funding LLC with respect to its 2004 legal
opinions with respect to UCC matters and true sale and substantive consolidation matters
	 
	10.	 	Reliance Letter of Laureen Seeger, internal counsel of McKesson, dated as of the Effective
Date, addressed to PNC Bank, National Association and Market Street Funding LLC with respect
to her 2008 legal opinions with respect to corporate matters






C-2