Exhibit 10.25
MCKESSON CORPORATION
SECOND AMENDMENT
TO CREDIT AGREEMENT
(364 DAY FACILITY)
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as
of October 5, 2001 and entered into by and among McKesson Corporation, a
Delaware corporation formerly known as McKesson HBOC, Inc. (the "COMPANY"), the
financial institutions listed on the signature pages hereof (the "BANKS"), The
Chase Manhattan Bank, as a documentation agent for the Banks, First Union
National Bank, as a documentation agent for the Banks, Bank One, N.A., as a
documentation agent for the Banks, Credit Suisse First Boston, as a
documentation agent for the Banks and Bank of America, N.A., as administrative
agent for the Banks (the "ADMINISTRATIVE AGENT"), for which Banc of America
Securities LLC has acted as sole lead Arranger, and is made with reference to
that certain Credit Agreement dated as of October 22, 1999 (as amended or
otherwise modified up to the date hereof, the "CREDIT AGREEMENT"), by and among
the parties thereto. Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, the Company and the Banks desire to amend the Credit Agreement
(a) to extend the Revolving Facility Termination Date for an additional 364 day
period and (b) to modify certain other provisions; and
WHEREAS, the Company and the Banks have agreed to increase the total
amount of the Commitments to $1,075,000,000;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 GENERAL
All references in the Credit Agreement and the Exhibits thereto to the
Company's name are hereby amended by deleting the name "McKesson HBOC, Inc." and
substituting in lieu thereof the name "McKesson Corporation".
1.2 AMENDMENTS TO ARTICLE I: DEFINITIONS
A. Section 1.1 of the Credit Agreement is hereby amended by deleting the
definition of "Applicable Margin" and substituting the following in lieu
thereof:
"Applicable Margin" means, on any date and with respect to each
Offshore Rate Loan (subject to clauses (b) through (d) of the definition of
"Applicable Rating Level"), the applicable margin set forth below based on the
Applicable Rating Level on such date:
Applicable Applicable Margin
Rating Level (in basis points)
------------ ------------------
Level I 42.0
Level II 46.0
Level III 51.5
Level IV 62.5
Level V 82.5
Level VI 102.5
B. Section 1.1 of the Credit Agreement is hereby further amended by
deleting, in the definition of "Revolving Facility Termination Date," the date
"October 9, 2001" and substituting in lieu thereof the date "October 4, 2002".
C. Section 1.1 of the Credit Agreement is hereby amended by deleting, in
the definition of "Term Loan Maturity Date," the date "October 8, 2002" and
substituting in lieu thereof the date "October 3, 2003".
1.3 AMENDMENT TO ARTICLE II: THE CREDITS
A. Section 2.1 of the Credit Agreement is hereby amended by deleting the
last sentence thereof and substituting in lieu thereof the following: "On
October 5, 2001, the aggregate of all Commitments hereunder is $1,075,000,000."
B. Section 2.9(a) of the Credit Agreement is hereby amended by deleting
the date "September 8, 2000" and substituting in lieu thereof the date "August
28, 2001".
C. Section 2.9 of the Credit Agreement is hereby amended by adding a new
Section 2.9(c) at the end thereof to read as follows:
(c) Utilization Fees. The Company shall pay to the Administrative
Agent for the account of each Bank a utilization fee during any period when (i)
prior to the Revolving Facility Termination Date, the sum of (x) the Total
Utilization of Facility A Commitments (as such term is defined in the November
1998 Credit Agreement) and (y) the principal amount of all outstanding Loans (as
defined herein) exceeds 30% of the sum of (A) the aggregate of Facility A
Commitments (as such term is defined in the November 1998 Credit Agreement) and
(B) the aggregate of the Commitments or (ii) any Term Loans are outstanding.
Such utilization fee shall accrue from the Closing Date to the Revolving
Facility Termination Date or, if the Term Loans are made, the Term Loan Maturity
Date and shall be due and payable quarterly in arrears on the later of the fifth
Business Day following the end of each calendar quarter or the fifth Business
Day after the Company has received from the Administrative Agent a notice
setting forth the amount of such fee. The utilization fee shall be calculated on
a daily basis and shall be equal, on any given date, to (I) the principal amount
of all outstanding Loans on such date multiplied by (II) .15% per annum.
1.4 SUBSTITUTION OF SCHEDULE
A. Schedule 2.1 to the Credit Agreement is hereby amended by deleting
said Schedule 2.1 in its entirety and substituting in place thereof a new
Schedule 2.1 in the form of Annex I to this Amendment.
SECTION 2. CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective upon receipt by the Administrative
Agent of all of the following, in form and substance satisfactory to the
Administrative Agent (the date of satisfaction of such condition being referred
to herein as the "SECOND AMENDMENT EFFECTIVE DATE"):
A. Amendment. This Amendment executed by each party hereto;
B. Resolutions: Incumbency.
(i) Copies of the resolutions of the board of directors of the
Company authorizing the transactions contemplated hereby, certified as
of the Second Amendment Effective Date by the Secretary or an Assistant
Secretary of the Company; and
(ii) A certificate of the Secretary or Assistant Secretary of
the Company, certifying the names and true signatures of the officers of
the Company authorized to execute, deliver and perform, as applicable,
this Amendment, and all other Loan Documents to be delivered by it
hereunder;
C. Organization Documents; Good Standing. Each of the following
documents:
(i) The articles or certificate of incorporation and the bylaws
of the Company as in effect on the Second Amendment Effective Date,
certified by the Secretary or Assistant Secretary of the Company as of
the Second Amendment Effective Date; and
(ii) A good standing and tax good standing certificate for the
Company from the applicable Secretary of State (or similar, applicable
Governmental Authority) of the States of Delaware and California dated
as of a recent date;
D. Legal Opinion. An opinion of Ivan D. Meyerson, Senior Vice
President, General Counsel and Secretary of the Company, addressed to the
Administrative Agent and the Banks, substantially in the form of Exhibit A;
E. Payment of Fees. Evidence of payment by the Company of all
accrued and unpaid fees, costs and expenses to the extent then due and payable
on the Second Amendment Effective Date, together with Attorney Costs of Bank of
America to the extent invoiced prior to or on the Second Amendment Effective
Date, including any such costs, fees and expenses arising under or referenced in
Sections 2.9 and 10.4 of the Credit Agreement; provided that, notwithstanding
the above, such payment by the Company shall include all accrued and unpaid
facility fees through the Second Amendment Effective Date;
F. Company Certificate. A certificate signed by a Responsible
Officer of the Company, dated as of the Second Amendment Effective Date, stating
that:
(i) the representations and warranties contained in Section 3
hereof and in Article V of the Credit Agreement are true and correct on
and as of such date, as though made on and as of such date;
(ii) no Default or Event of Default exists;
(iii) there has occurred since March 31, 2001, no event or
circumstance that has resulted or could reasonably be expected to result
in a Material Adverse Effect.
SECTION 3. COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce the Banks to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, the Company represents and
warrants to each Bank that the following statements are true, correct and
complete:
A. DUE INCORPORATION, VALID EXISTENCE AND GOOD STANDING;
CORPORATE POWER AND AUTHORITY. The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Delaware.
The Company has all requisite corporate power and authority to enter into this
Amendment and to carry out the transactions contemplated by, and perform its
obligations under, the Credit Agreement as amended by this Amendment (the
"AMENDED AGREEMENT").
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of
this Amendment and the performance of the Amended Agreement have been duly
authorized by all necessary corporate action on the part of the Company.
C. NO CONFLICT. The execution and delivery by the Company of this
Amendment and the performance by the Company of the Amended Agreement do not and
will not (i) violate any provision of any law or any governmental rule or
regulation applicable to the Company or any of its Subsidiaries, the Certificate
or Articles of Incorporation or Bylaws of the Company or any of its Subsidiaries
or any order, judgment or decree of any court or other agency of government
binding on the Company or any of its Subsidiaries, (ii) conflict with, result in
a breach of or constitute (with due notice or lapse of time or both) a default
under any Contractual Obligation of the Company or any of its Subsidiaries,
(iii) result in or require the creation or imposition of any Lien upon any of
the properties or assets of the Company or any of its Subsidiaries (other than
Liens created under any of the Loan Documents in favor of the Administrative
Agent on behalf of the Banks), or (iv) require any approval of stockholders or
any approval or consent of any Person under any Contractual Obligation of the
Company or any of its Subsidiaries.
D. GOVERNMENTAL CONSENTS. The execution and delivery by the
Company of this Amendment and the performance by the Company of the Amended
Agreement do not and will not require any registration with, consent or approval
of, or notice to, or other action to, with or by, any Governmental Authority.
E. BINDING OBLIGATION. This Amendment has been duly executed and
delivered by the Company and this Amendment and the Amended Agreement are the
legally valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles relating to
enforceability.
F. ABSENCE OF DEFAULT. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Default.
SECTION 4. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
(i) On and after the Second Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to the "Credit
Agreement", "thereunder", "thereof" or words of like import referring to
the Credit Agreement shall mean and be a reference to the Amended
Agreement.
(ii) Except as specifically amended by this Amendment, the
Credit Agreement and the other Loan Documents shall remain in full force
and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein, constitute a
waiver of any provision of, or operate as a waiver of any right, power
or remedy of the Administrative Agent or any Bank under, the Credit
Agreement or any of the other Loan Documents.
(iv) The Credit Agreement, as amended hereby, together with
the other Loan Documents (including the Fee Letter), embodies the entire
agreement and understanding among the Company, the Banks and the
Administrative Agent, and supersedes all prior or contemporaneous
agreements and understandings of such Persons, verbal or written,
relating to the subject matter hereof and thereof.
B. FEES AND EXPENSES. The Company acknowledges that all costs,
fees and expenses as described in Section 10.4 of the Credit Agreement incurred
by the Administrative Agent and its counsel with respect to this Amendment and
the documents and transactions contemplated hereby shall be for the account of
the Company.
C. HEADINGS. Section and subsection 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 or be given any substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA
(INCLUDING WITHOUT LIMITATION SECTION 1646.5 OF THE CIVIL CODE OF THE STATE OF
CALIFORNIA), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
MCKESSON CORPORATION
By: \s\ William R. Graber
------------------------------------------
Name: William R. Graber
Title: Senior Vice President and Chief Financial
Officer
By: \s\ Nicholas A. Loiacono
------------------------------------------
Name: Nicholas A. Loiacono
Title: Vice President and Treasurer
BANK OF AMERICA, N.A., as Administrative Agent
By: \s\ Richard L. Nichols, Jr.
------------------------------------------
Name: Richard L. Nichols, Jr.
Title: Managing Director
BANK OF AMERICA, N.A., as a Bank
By: \s\ Richard L. Nichols, Jr.
------------------------------------------
Name: Richard L. Nichols, Jr.
Title: Managing Director
THE CHASE MANHATTAN BANK, as a documentation
agent and as a Bank
By: \s\ William P. Rindfuss
------------------------------------------
Name: William P. Rindfuss
Title: Vice President
BANK ONE, NA, as documentation agent and as a Bank
By: \s\Kandis A. Jaffrey
------------------------------------------
Name: Kandis A. Jaffrey
Title: Vice President
FIRST UNION NATIONAL BANK, as documentation
agent and as a Bank
By: \s\Jeanette A. Griffin
------------------------------------------
Name: Jeanette A. Griffin
Title: Vice President
CREDIT SUISSE FIRST BOSTON, as a Bank
By: \s\William S. Lutkins
------------------------------------------
Name: William S. Lutkins
Title: Vice President
By: \s\Robert N. Finney
------------------------------------------
Name: Robert N. Finney
Title: Managing Director
MELLON BANK, N.A., as a Bank
By: \s\John N. Cate
------------------------------------------
Name: John N. Cate
Title: Vice President
TORONTO DOMINION (TEXAS), INC., as a Bank
By: \s\Alva J. Jones
------------------------------------------
Name: Alva J. Jones
Title: Vice President
FLEET NATIONAL BANK, as a Bank
By: \s\Carol Castle
------------------------------------------
Name: Carol Castle
Title: Director
WELLS FARGO BANK, N.A., as a Bank
By: \s\Paul K. Stimpfl
------------------------------------------
Name: Paul K. Stimpfl
Title: Senior Vice President
THE BANK OF NEW YORK, as a Bank
By: \s\Rebecca K. Levine
------------------------------------------
Name: Rebecca K. Levine
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION, as a Bank
By: \s\Aaron J. Gordon
------------------------------------------
Name: Aaron J. Gordon
Title: Vice President
THE BANK OF NOVA SCOTIA, as a Bank
By: \s\R. P. Reynolds
------------------------------------------
Name: R.P. Reynolds
Title: Director
PNC BANK, NATIONAL ASSOCIATION, as a Bank
By: \s\Philip K. Liebscher
------------------------------------------
Name: Philip K. Liebscher
Title: Vice President
ALLFIRST BANK, as a Bank
By: \s\Jennifer G. Erickson
------------------------------------------
Name: Jennifer G. Erickson
Title: Vice President
FIFTH THIRD BANK, as a Bank
By: \s\Jeff Assenmacher
------------------------------------------
Name: Jeff Assenmacher
Title: Large Corporate Officer
BNP PARIBAS, as a Bank
By: \s\Katherine Wolfe
------------------------------------------
Name: Katherine Wolfe
Title: Director
By: \s\Sandra F. Bertram
------------------------------------------
Name: Sandra F. Bertram
Title: Vice President
LEHMAN COMMERCIAL PAPER INC., as a Bank
By: \s\Michelle Swansen
------------------------------------------
Name: Michelle Swansen
Title: Authorized Signatory
ANNEX I
SCHEDULE 2.1
COMMITMENTS/PRO RATA SHARES
(Effective as of October 5, 2001)
TOTAL
BANK COMMITMENTS PRO RATA SHARES
---- ----------- ---------------
Bank of America, N.A. ............. $ 161,666,666.67 15.038759690%
The Chase Manhattan Bank .......... $ 160,000,000.00 14.883720930%
Bank One, N.A. .................... $ 83,333,333.33 7.751937984%
First Union National Bank ......... $ 133,333,333.00 12.403100744%
Credit Suisse First Boston ........ $ 125,000,000.00 11.627906977%
Mellon Bank, N.A. ................. $ 16,666,667.00 1.550387628%
Toronto Dominion (Texas), Inc. .... $ 41,666,667.00 3.875969023%
Wells Fargo Bank, N.A. ............ $ 50,000,000.00 4.651162791%
The Bank of New York .............. $ 33,333,333.33 3.100775193%
U.S. Bank National Association .... $ 53,333,333.00 4.961240279%
The Bank of Nova Scotia ........... $ 50,000,000.00 4.651162791%
PNC Bank, National Association .... $ 10,000,000.00 0.930232558%
Allfirst Bank ..................... $ 16,666,666.67 1.550387597%
Fifth Third Bank .................. $ 15,000,000.00 1.395348837%
Fleet National Bank ............... $ 50,000,000.00 4.651162791%
BNP Paribas ....................... $ 25,000,000.00 2.325581395%
Lehman Commercial Paper Inc ....... $ 50,000,000.00 4.651162791%
Totals: ........................... $1,075,000,000.00 100%
A-1