McKesson 2005 Annual Report Download - page 220

CGSF FUNDING CORPORATION
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
This Amended and Restated Receivables Purchase Agreement dated as of June 11, 2004 (as amended, restated, supplemented or
otherwise modified and in effect from time to time, this “Agreement”) is among CGSF Funding Corporation, a Delaware corporation
(“Seller”), McKesson Corporation, a Delaware corporation (“McKesson”), as initial Servicer (McKesson, together with the Seller, the “Seller
Parties” and each a “Seller Party”), the entities from time to time party hereto as Conduit Purchasers (together with their respective successors
and assigns hereunder, the “Conduit Purchasers”), the entities from time to time party hereto as Committed Purchasers (together with their
respective successors and assigns hereunder, the “Committed Purchasers”), the entities from time to time party hereto as Managing Agents
(together with their respective successors and assigns hereunder, the “Managing Agents”), and Bank One, NA (Main Office Chicago) (Bank
One”), as collateral agent for the Purchasers hereunder or any successor collateral agent hereunder (together with its successors and assigns
hereunder, the “Collateral Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings
assigned to such terms in Exhibit I.
PRELIMINARY STATEMENTS
WHEREAS, Seller, McKesson, PREFCO, Falcon, Blue Ridge, Liberty Street, Wachovia, Scotia and Bank One are parties to that certain
Receivables Purchase Agreement dated as of June 25, 1999 (as heretofore amended, restated, supplemented or otherwise modified from time to
time, the “Original RPA”);
WHEREAS, subject to the terms and conditions set forth herein, the parties hereto have agreed to amend and restate the Original RPA in
its entirety;
WHEREAS, Seller desires to transfer and assign Purchaser Interests to the Purchasers from time to time;
WHEREAS, the Conduit Purchasers may, in their absolute and sole discretion, purchase Purchaser Interests from Seller from time to
time;
WHEREAS, in the event that (i) a Conduit Purchaser declines to make any purchase or (ii) a Purchaser Group does not have a Conduit
Purchaser member, the Committed Purchasers that are part of the applicable Purchaser Group shall purchase Purchaser Interests from time to
time;
WHEREAS, Bank One has been requested and is willing to act as Collateral Agent on behalf of the Conduit Purchasers, the Committed
Purchasers and the Managing Agents in accordance with the terms hereof;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows: