McKesson 2005 Annual Report Download - page 282

of any receivable purchase facilities funded substantially with Pooled Commercial Paper, as calculated by its Managing Agent on the tenth
(10th) Business Day immediately preceding each Settlement Date based on the aggregate amount of such costs for the applicable CP
Tranche Period and the number of days during which Capital was outstanding during such period and notified to the Seller for each of
PREFCO and Falcon, without the need to express such CP Rate as a per annum rate. In addition to the foregoing costs, if Seller shall
request any Incremental Purchase during any period of time determined by Bank One, in its capacity as the Managing Agent for PREFCO
and Falcon in its sole discretion to result in incrementally higher costs of Pooled Commercial Paper applicable to such Incremental
Purchase, the Capital of the Purchaser Interest associated with any such Incremental Purchase shall, during such period, be deemed to be
funded by PREFCO and/or Falcon, as applicable, in a special pool (which may include capital associated with other receivable purchase
facilities) for purposes of determining the CP Rate applicable only to such special pool and charged each day during such period against
such Capital;
(iii) in the case of Nieuw Amsterdam, the per annum rate equal to the weighted average of the per annum rates paid or payable by
Nieuw Amsterdam from time to time as interest on Pooled Commercial Paper (by means of interest rate hedges or otherwise and taking
into consideration any incremental carrying costs associated with Pooled Commercial Paper Notes issued by Nieuw Amsterdam maturing
on dates other than those certain dates on which it is to receive funds) in respect of Pooled Commercial Paper issued by it that is allocated,
in whole or in part, to fund or maintain its Purchaser Interests during any applicable CP Tranche, which rates shall reflect and give effect to
(A) the commissions of placement agents and dealers in respect of such Pooled Commercial Paper, to the extent such commissions are
reasonably allocated, in whole or in part, to such Pooled Commercial Paper and (B) other borrowings by Nieuw Amsterdam, including,
without limitation, borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market;
provided, that if any component of such rate is a discount rate, in calculating the “CP Rate”, there shall be used in lieu thereof the rate
resulting from converting such discount rate to an interest bearing equivalent rate per annum; and
(iv) with respect to any other Conduit Purchaser which elects to fund Purchaser Interests through Pooled Commercial Paper, such
rate as may be mutually agreed upon in writing by the Seller, such Conduit Purchaser and such Conduit Purchaser’s Managing Agent and
notified in writing to the other parties hereto.
“CP Tranche Period” means a period of not less than one (1) nor more than ninety (90) days, commencing on a Business Day
requested by the Seller and agreed to by the applicable Managing Agent pursuant to Section 1.2; provided, however, that the CP Tranche
Period for any Purchaser Interest funded through Pooled Commercial Paper shall be (i) the date from which such Purchaser Interest ceases to
be allocated to a CP Tranche Period pursuant to Section 1.2 until the last Business Day of the Accrual Period in which such CP Tranche Period
ended and (ii) thereafter each Accrual Period.
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