EXHIBIT 10.36
FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
This FIRST AMENDMENT (this "Amendment"), dated as of September 29, 1999,
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is to the Receivables Purchase Agreement, dated as of June 25, 1999 (the
"Agreement"), among CGSF FUNDING CORPORATION, a Delaware corporation, as
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seller (the "Seller"), McKESSON HBOC, INC., a Delaware corporation ("McKesson"),
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as the initial servicer (the Servicer together with the Seller, the "Seller
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Parties" and each a "Seller Party") the funding entities parties thereto
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(together with their respective successors and assigns, the "Financial
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Institutions"), Preferred Receivables Funding Corporation ("PREFCO"), Falcon
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Asset Securitization Corporation ("Falcon"), and Blue Ridge Asset Funding
Corporation ("Blue Ridge"; PREFCO, Falcon and Blue Ridge being referred to
collectively as the "Conduits", and together with the Financial Institutions,
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the "Purchasers"), Bank One, NA (formerly known as The First National Bank of
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Chicago), and Wachovia Bank, N.A. (each a "Managing Agent" and collectively, the
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"Managing Agents") and Bank One, NA (formerly known as The First National Bank
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of Chicago), as collateral agent for the Purchasers hereunder or any successor
collateral agent hereunder (together with its successors and assigns hereunder,
the "Collateral Agent"). Capitalized terms used, and not otherwise defined,
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herein shall have the meanings assigned to them in the Agreement.
WHEREAS, the Seller Parties, the Purchasers, the Managing Agents and the
Collateral Agent (collectively, the "Parties") have entered into the Agreement;
and
WHEREAS, the Parties desire to amend the Agreement in certain respects as
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the Parties hereto agree as follows:
SECTION 1 AMENDMENTS
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(a) The definition of "Defaulted Receivable" in Exhibit I to the Agreement
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is amended by deleting the words "(ii) as to which the Obligor
thereof, if a natural person, is deceased," and by changing the
reference to "(iii)" to "(ii)", by changing the reference to "(iv)" to
"(iii)" and by changing the reference to "(v)" to "(iv)".
(b) Clause (i)(a) of the definition of "Eligible Receivable" in Exhibit I
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to the Agreement is hereby deleted in its entirety and the following
language is substituted therefor:
"(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
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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;"
(c) Section 8.5 of the Agreement is amended by replacing "on the fifteenth
(15/th/) day of each month and at such more" with "on the fifteenth
(15/th/) day of each month, or if such day is not a Business day, the
next Business Day, and at such more".
SECTION 2 REPRESENTATIONS AND WARRANTIES
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Each of the Seller and McKesson represents and warrants (a) as to the
matters set forth in Section 5.1 of the Agreement as if such representations and
warranties were made on the date hereof, (b) that the execution and delivery of
this Amendment and the performance of its obligations under the Agreement as
amended hereby (as so amended, the "Amended Agreement") (i) are within its
corporate powers, (ii) have been duly authorized by all necessary corporate
action, and (iii) do not and will not constitute a material default under any
provision of law or of its charter or by-laws or of any indenture, loan
agreement or other contract, order or decree which is binding upon it, and (c)
that the Amended Agreement is the legal, valid and binding obligation of it,
enforceable against it in accordance with its terms.
SECTION 3 EFFECTIVENESS
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The amendments set forth in Section 1 hereof shall become effective on
September 29, 1999, provided that the Managing Agents shall have received
counterparts of this Amendment executed by each of the Parties hereto.
SECTION 4 MISCELLANEOUS
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(a) Continuing Effectiveness, etc. As herein amended, the Agreement shall
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remain in full force and effect and is hereby ratified and confirmed
in all respects. After the effectiveness hereof, all references to the
Agreement in the Receivables Purchase Agreement or any other related
document shall refer to the Amended Agreement.
(b) Counterparts. This Amendment may be executed in any number of
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counterparts and by the different Parties on separate counterparts,
and each such counterpart shall be deemed to be an original but all
such counterparts shall together constitute one and the same
Amendment.
(c) Expenses. McKesson agrees to pay the costs and expenses of the
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Managing Agents in connection with the negotiation, preparation,
execution and delivery of this Amendment.
(d) Governing Law. This Amendment shall be a contract made under and
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governed by the internal laws of the State of New York.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed
by their duly authorized officers as of the day and year first above written.
CGSF FUNDING CORPORATION, as the Seller
By:__________________________________
Name:
Title:
Address: One Post Street
San Francisco, California 94104
Fax:
McKESSON HBOC, INC., as the Servicer
By:__________________________________
Name:
Title:
Address: One Post Street
San Francisco, California 94104
Fax:
PREFERRED RECEIVABLES FUNDING
CORPORATION, as a Conduit
By:__________________________________
Authorized Signatory
Address: c/o Bank One, NA, as Managing Agent
Asset Backed Finance
Suite 0079, 1-19
1 Bank One Plaza
Chicago, Illinois 60670-0019
Fax: (312) 732-1844
FALCON ASSET SECURITIZATION
CORPORATION, as a Conduit
By:__________________________________
Authorized Signatory
Address: c/o Bank One, NA, as Managing Agent
Asset Backed Finance
Suite 0079, 1-19
1 Bank One Plaza
Chicago, Illinois 60670-0019
Fax: (312) 732-1844
BLUE RIDGE ASSET FUNDING CORPORATION, as a Conduit
By: Wachovia Bank, N.A., as Attorney-In-Fact
By:__________________________________
Name:
Title:
Address: 191 Peachtree Street, NE
Atlanta, Georgia 30303
Fax: (404) 332-5152
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:
Address: Bank One, NA
Asset Backed Finance
Suite 0596, 1-21
1 Bank One Plaza
Chicago, Illinois 60670-0596
Fax: (312) 732-4487
WACHOVIA BANK, N.A., as a Committed Purchaser for Blue
Ridge, a Financial Institution and a Managing Agent
By:__________________________________
Name:
Title:
Address: 191 Peachtree Street, NE
Atlanta, Georgia 30303
Fax: (404) 332-5152