exv10w30



 





Exhibit 10.30




SEVENTH AMENDMENT

TO

RECEIVABLES PURCHASE AGREEMENT




          THIS SEVENTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (“Amendment”),
dated as of May    , 2003, is among CGSF Funding Corporation, a Delaware
corporation (“Seller”), McKesson Corporation, a Delaware corporation (formerly
known as McKesson HBOC, Inc., the “Servicer”; the Servicer together with the
Seller, the “Seller Parties” and each a “Seller Party”), the “Purchasers” party
hereto, the “Managing Agents” party hereto, and Bank One, NA (formerly known as
The First National Bank of Chicago, “Bank One”), as the collateral agent (the
“Collateral Agent”). Defined terms used herein and not otherwise defined
herein shall have the meaning given to them in the “Receivables Purchase
Agreement” (as hereinafter defined).



          WHEREAS, the Seller, the Servicer, the funding entities parties thereto
(the “Financial Institutions”), Preferred Receivables Funding Corporation
(“PREFCO”), Falcon Asset Securitization Corporation (“Falcon”), Blue Ridge
Asset Funding Corporation (“Blue Ridge”) and Liberty Street Funding Corp.
(“Liberty Street”) (PREFCO, Falcon, Blue Ridge and Liberty Street being
referred to collectively as the “Conduits”, and together with the Financial
Institutions, the “Purchasers”), Bank One, Wachovia Bank, National Association
(successor to Wachovia Bank, N.A.) and The Bank of Nova Scotia (collectively,
the “Managing Agents”) and the Collateral Agent are parties to the Receivables
Purchase Agreement dated as of June 25, 1999, as amended by the First Amendment
thereto dated as of September 29, 1999, the Second Amendment thereto dated as
of December 6, 1999, the Third Amendment and Waiver thereto dated as of June
16, 2000, the Fourth Amendment thereto dated as of June 15, 2001, the Fifth
Amendment thereto dated as of June 14, 2002 and the Sixth Amendment thereto
dated as of December 6, 2002 (the “Receivables Purchase Agreement”); and



          WHEREAS, the parties hereto have agreed to amend the Receivables Purchase
Agreement on the terms and conditions set forth herein;



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



          1. Amendment to the Receivables Purchase Agreement. Effective as of the
date first above written and subject to the execution of this Amendment by the
parties hereto and the satisfaction of the conditions precedent set forth in
Section 2 below, the Receivables Purchase Agreement shall be and hereby is
amended as follows:



          1.1. Section 7.2(b) of the Receivables Purchase Agreement is hereby
deleted in its entirety and the following new Section 7.2(b) is substituted
therefor:




     (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.



          1.2. Exhibit IV to the Receivables Purchase Agreement is hereby deleted in
its entirety and the restated Exhibit IV attached hereto is substituted
therefor.



          2. Conditions Precedent. This Amendment shall become effective as of the
date above written if and only if the Managing Agents have received duly
executed signature pages of this Amendment from each of the parties listed on
the signature pages hereto.



          3. Representations and Warranties of the Seller Parties. Each of the
Seller Parties hereby represents and warrants as follows:



          a. This Amendment and the Receivables Purchase Agreement, as amended
hereby, constitute legal, valid and binding obligations of such Seller Party
and are enforceable against such Seller Party in accordance with their terms.



          b. Upon the effectiveness of this Amendment, each Seller Party hereby
reaffirms all representations and warranties made in the Receivables Purchase
Agreement, and to the extent the same are not amended hereby, agrees that all
such representations and warranties shall be deemed to have been remade as of
the date of delivery of this Amendment, unless and to the extent that any such
representation and warranty is stated to relate solely to an earlier date, in
which case such representation and warranty shall be true and correct as of
such earlier date.



          c. As of the date hereof and after giving effect to the terms of this
Amendment, (i) there exists no Amortization Event or Potential Amortization
Event and (ii) the Amortization Date has not occurred.



          4. Reference to and Effect on the Receivables Purchase Agreement.



          a. Upon the effectiveness of Section 1 hereof, on and after the date
hereof, each reference in the Receivables Purchase Agreement to “this
Receivables Purchase Agreement,” “hereunder,” “hereof,” “herein” or words of
like import shall mean and be a reference to the Receivables Purchase Agreement
as amended hereby.



          b. The Receivables Purchase Agreement, as amended hereby, and all other
documents, instruments and agreements executed and/or delivered in connection
therewith, shall remain in full force and effect, and are hereby ratified and
confirmed.



2









 





          c. Except as expressly provided herein, the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of the Managing Agents, the Financial Institutions or the
Collateral Agent, nor constitute a waiver of any provision of the Receivables
Purchase Agreement or any other documents, instruments and agreements executed
and/or delivered in connection therewith.



          5. Governing Law. This Amendment shall be governed by and construed in
accordance with the internal laws (as opposed to the conflict of law
provisions) of the State of New York.



          6. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.



          7. Counterparts; Facsimile Signatures. This Amendment may be executed by
one or more of the parties to the Amendment on any number of separate
counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A facsimile signature page hereto sent
to the Collateral Agent (for the benefit of the Managing Agents) or the
Collateral Agent’s counsel shall be effective as a counterpart signature
provided each party executing such a facsimile counterpart agrees to deliver
originals to the Collateral Agent (or its counsel) thereof.



3









 





          IN WITNESS WHEREOF, this Amendment has been duly executed and delivered on
the date first above written.



	 	 	 	 	 
	 

	 	CGSF FUNDING CORPORATION, as the Seller
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	

	

	 	Name:	 
	

	 	Title:	 
	 
	 	 	 	 
	

	 	McKESSON CORPORATION (formerly known as McKesson
HBOC, Inc.), as the Servicer
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	

	

	 	Name:	 
	

	 	Title:	 
	 
	 	 	 	 
	

	 	PREFERRED RECEIVABLES FUNDING
CORPORATION, as a Conduit
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	

	

	 	Authorized Signatory
	 
	 	 	 	 
	

	 	FALCON ASSET SECURITIZATION
CORPORATION, as a Conduit
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	

	

	 	Authorized Signatory
	 
	 	 	 	 
	

	 	BLUE RIDGE ASSET FUNDING CORPORATION, as a
Conduit
	 
	 	 	 	 
	

	 	By: Wachovia Bank, National Association, as
Attorney-In-Fact
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	

	

	 	Name:	 
	

	 	Title:	 






Signature Page to Seventh
Amendment

to McKesson RPA

 









 






	 	 	 	 	 
	 

	 	LIBERTY STREET FUNDING CORP., as a Conduit
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	

	

	 	Name:	 
	

	 	Title:	 
	 
	 	 	 	 
	

	 	BANK ONE, NA (Main Office Chicago) (formerly

known as The First National Bank of Chicago),

as a Committed Purchaser for PREFCO and Falcon, a

Financial Institution, a Managing Agent and as

Collateral Agent
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	

	

	 	Name:	 
	

	 	Title:	 
	 
	 	 	 	 
	

	 	WACHOVIA BANK, NATIONAL ASSOCIATION 
(successor to
Wachovia Bank, N.A.), as a Committed Purchaser

for Blue Ridge, a Financial Institution and a

Managing Agent
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	

	

	 	Name:	 
	

	 	Title:	 
	 
	 	 	 	 
	

	 	THE BANK OF NOVA SCOTIA, as a Committed Purchaser

for Liberty Street, a Financial Institution and a

Managing Agent
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	

	

	 	Name:	 
	

	 	Title:	 






Signature Page to Seventh
Amendment

to McKesson RPA


 









 






RESTATED EXHIBIT IV

TO RECEIVABLES PURCHASE AGREEMENT




EXHIBIT IV




NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS




	 	 	 	 	 	 	 
	 	 	COLLECTION	 	 
	 	 	ACCOUNT	 	 
	COLLECTION BANK
	 	NUMBER
	 	LOCK-BOX ADDRESS

	Bank of America, N.A.

	 	 	12338-33656	 	 	n/a
	 
	 	 	 	 	 	 
	Bank of America, N.A.

	 	 	12334-03156	 	 	#409521

Atlanta, GA 30384-9521
	 
	 	 	 	 	 	 
	Bank of America, N.A.

	 	 	12334-03137	 	 	#12748

12748 Collections Center

Drive

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

	 	 	12331-12374	 	 	P.O. Box #848442

Dallas, TX 75284-8442
	 
	 	 	 	 	 	 
	Bank of America, N.A.

	 	 	12334-03151	 	 	File #57256

Los Angeles, CA 90074-7256
	 
	 	 	 	 	 	 
	Fifth Third Bank

	 	 	72906223	 	 	P.O. Box 631307

Cincinnati, OH 45263-1307
	 
	 	 	 	 	 	 
	Wachovia Bank, National

Association (f/k/a First

Union National Bank)

	 	 	2000001388389	 	 	P.O. Box 862013

Orlando, FL 32886-2013
	 
	 	 	 	 	 	 
	U.S. Bank National
Association (f/k/a/Mercantile
Bank (f/k/a
Firstar Bank Milwaukee,
N.A.))

	 	 	153691426990	 	 	P.O. Box 78865

Milwaukee, WI 53278-0865
	 
	 	 	 	 	 	 
	AllFirst Bank (f/k/a First
National Bank of Maryland)

	 	 	19178327	 	 	P.O. Box 64638

Baltimore, MD 21264-4638
	 
	 	 	 	 	 	 
	Bank One, NA (f/k/a The First
National Bank of Chicago)

	 	 	5114489	 	 	P.O. Box 73984

Chicago, IL 60673-7984
	 
	 	 	 	 	 	 
	Bank One, NA (f/k/a The First
National Bank of Chicago)

	 	 	5114497	 	 	P.O. Box 730477

Dallas, TX 75373-0477
	 
	 	 	 	 	 	 
	Bank One, NA (f/k/a The First
National Bank of Chicago)

	 	 	5114470	 	 	P.O. Box 100681

Pasadena, CA 91189-0681
	 
	 	 	 	 	 	 
	Bank One, NA (f/k/a The First
National Bank of Chicago)

	 	 	5110939	 	 	P.O. Box 13451

Newark, NJ 07188-0451
	 
	 	 	 	 	 	 
	Mellon Bank, N.A.

	 	 	0378986

(and electronic
lockbox 0047378)
	 	 	P. O. Box 371648

Pittsburgh, PA 15251-7648
	 
	 	 	 	 	 	 
	U.S. Bank National
Association (f/k/a Mercantile
Bank N.A.)

	 	 	153691427006	 	 	P.O. Box 952331

St. Louis, MO 63195-2331







 









 






	 	 	 	 	 	 	 
	 	 	COLLECTION	 	 
	 	 	ACCOUNT	 	 
	COLLECTION BANK
	 	NUMBER
	 	LOCK-BOX ADDRESS

	Wells Fargo (f/k/a Norwest
Bank Minnesota, N.A.)

	 	 	1018214174	 	 	Department #1070

Denver, CO 80291-1070
	 
	 	 	 	 	 	 
	Wells Fargo (f/k/a Norwest
Bank Minnesota, N.A.)

	 	 	0755008	 	 	P.O. Box 1450

NW9024

Minneapolis, MN 55485-9024
	 
	 	 	 	 	 	 
	U.S. Bank National Association

	 	 	153505531530	 	 	P.O. Box 3646

Seattle, WA 98124-3646
	 
	 	 	 	 	 	 
	Wachovia Bank, National
Association (f/k/a Wachovia
Bank, N.A.)

	 	 	8733043871

(and various
electronic
lockboxes)
	 	 	P.O. Box 75698

Charlotte, NC 28275-0698
	 
	 	 	 	 	 	 
	Bank of Montreal/Harris Bank

	 	 	3378957

(and electronic
lockbox 3379070)
	 	 	n/a