and Paying Agent and registered in the
name of DTC or its nominee, (d) an amendment or supplement to the Private
Placement Memorandum describing the Replacement Issuing and Paying Agent as the
Issuing and Paying Agent for the Notes, and reflecting any other changes thereto
necessary in light of the Replacement so that the Private Placement Memorandum,
as amended or supplemented, satisfies the requirements of this Agreement, and
(e) a legal opinion of counsel to the Issuer, addressed to the Dealer, in form
and substance reasonably satisfactory to the Dealer, as to (x) the due
authorization, delivery, validity and enforceability of Notes issued pursuant to
the Replacement Issuing and Paying Agency Agreement, and (y) such other matters
as the Dealer may reasonably request.
[Signatures Commence on the Following Page]
16
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first above written.
MCKESSON CORPORATION,
as Issuer
By:
Name:
Title:
,
as Dealer
By:
Name:
Title:
17
Addendum
The following additional clauses shall apply to the Agreement and be deemed a
part thereof.
1.
The other dealers referred to in clause (b) of Section 1.2 of the
Agreement are:
_________________________________________
_________________________________________
2.
The addresses of the respective parties for purposes of notices under Section
7.1 are as follows:
For the Issuer:
Address:
McKesson Corporation
One Post Street, 34th Floor
San Francisco, CA 94104
Attention:
Treasurer
Telephone number:
(415) 983-9339
with a copy to:
Address:
McKesson Corporation
One Post Street, 33rd Floor
San Francisco, CA 94104
Attention:
Law Department
Telephone number:
(415) 983-8980
For the Dealer:
Address:
Attention:
Telephone number:
Fax number:
1
Exhibit A
Form of Legend for Private Placement Memorandum and Notes
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES
THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT (I)
IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE
ISSUER AND THE NOTES, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY
DISTRIBUTION THEREOF AND (III) IT IS (A) AN INSTITUTIONAL INVESTOR THAT IS (1)
AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT (AN
"INSTITUTIONAL ACCREDITED INVESTOR") AND (2) EITHER (i) PURCHASING NOTES FOR ITS
OWN ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS
AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF
THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A FIDUCIARY OR
AGENT (OTHER THAN SUCH A BANK, SAVINGS AND LOAN ASSOCIATION OR OTHER
INSTITUTION) PURCHASING NOTES FOR ONE OR MORE ACCOUNTS EACH OF WHICH ACCOUNTS IS
SUCH AN INSTITUTIONAL ACCREDITED INVESTOR; OR (B) A QUALIFIED INSTITUTIONAL
BUYER ("QIB") WITHIN THE MEANING OF RULE 144A