EXHIBIT 10.31
EXECUTION COPY
SIXTH AMENDMENT
TO
RECEIVABLES PURCHASE AGREEMENT
THIS SIXTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
("Amendment"), dated as of December 4, 2002, is among CGSF Funding Corporation,
a Delaware corporation ("Seller"), McKesson Corporation, a Delaware corporation
(formerly known as McKesson HBOC, Inc., the "Servicer"; the Servicer together
with the Seller, the "Seller Parties" and each a "Seller Party"), the funding
entities parties hereto (the "Financial Institutions"), Preferred Receivables
Funding Corporation ("PREFCO"), Falcon Asset Securitization Corporation
("Falcon"), Blue Ridge Asset Funding Corporation ("Blue Ridge") and Liberty
Street Funding Corp. ("Liberty Street") (PREFCO, Falcon, Blue Ridge and Liberty
Street being referred to collectively as the "Conduits", and together with the
Financial Institutions, the "Purchasers"), Bank One, NA (formerly known as The
First National Bank of Chicago, "Bank One"), Wachovia Bank, National Association
(successor to Wachovia Bank, N.A.), and The Bank of Nova Scotia (collectively,
the "Managing Agents") and Bank One, as the collateral agent (the "Collateral
Agent"). Defined terms used herein and not otherwise defined herein shall have
the meaning given to them in the "Receivables Purchase Agreement" (as
hereinafter defined).
WHEREAS, the Seller, the Servicer, the Financial Institutions,
the Conduits, the Managing Agents and the Collateral Agent are parties to the
Receivables Purchase Agreement dated as of June 25, 1999, as amended by the
First Amendment thereto dated as of September 29, 1999, the Second Amendment
thereto dated as of December 6, 1999, the Third Amendment and Waiver thereto
dated as of June 16, 2000, the Fourth Amendment thereto dated as of June 15,
2001 and the Fifth Amendment thereto dated as of June 14, 2002 (the "Receivables
Purchase Agreement"); and
WHEREAS, the parties hereto have agreed to amend the
Receivables Purchase Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth
above, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendment to the Receivables Purchase Agreement.
Effective as of the date first above written and subject to the execution of
this Amendment by the parties hereto and the satisfaction of the conditions
precedent set forth in Section 2 below, the Receivables Purchase Agreement shall
be and hereby is amended as follows:
1.1. Each reference in the Receivables Purchase Agreement
(including the Exhibits and Schedules thereto) to "McKesson HBOC, Inc." shall be
replaced with a reference to "McKesson Corporation (formerly known as McKesson
HBOC, Inc.)".
1.2. Section 1.2 of the Receivables Purchase Agreement is
amended to delete the reference to "Adjusted Pro Rata Share" therein and to
substitute the words "Pro Rata Share" therefor.
1.3. The definition of "Adjusted Pro Rata Share" in
Exhibit I to the Receivables Purchase Agreement is hereby deleted in its
entirety.
1.4. The definition of "Authorized Officer" in Exhibit I
to the Receivables Purchase Agreement is hereby restated in its entirety as
follows:
"Authorized Officer" shall mean, with respect to any Seller
Party, its respective corporate controller, treasurer, assistant
treasurer, vice president-finance or chief financial officer and, in
addition, in the case of the Seller, its president so long as the
president retains the duties of a financial officer of the Seller.
1.5. The definition of "Delinquency Ratio" in Exhibit I to
the Receivables Purchase Agreement is hereby restated in its entirety as
follows:
"Delinquency Ratio" means, as of the last day of any
Collection Period, a fraction (calculated as a percentage) equal to (i)
the sum of (x) the aggregate Outstanding Balance of all Receivables
that were Delinquent Receivables plus (ii) the aggregate Outstanding
Balance of all Receivables which, consistent with the Credit and
Collection Policy, were or should have been written off the Seller's
books as uncollectible, in each case, at such time and as of the last
day of the two (2) preceding Collection Periods by (ii) the sum of the
aggregate Outstanding Balance of all Receivables as of the last day of
each of such three (3) Collection Periods.
1.6. The definition of "Managing Agent Percentage" in
Exhibit I to the Receivables Purchase Agreement is hereby restated in its
entirety as follows:
"Managing Agent Percentage" means, (a) with respect to Bank
One, a fraction (expressed as a percentage) equal to 10/19, (b) with
respect to Wachovia, a fraction (expressed as a percentage) equal to
5/19 and (c) with respect to Scotia, a fraction (expressed as a
percentage) equal to 4/19.
1.7. The definition of "Pro Rata Share" in Exhibit I to
the Receivables Purchase Agreement is hereby restated in its entirety as
follows:
"Pro Rata Share" means, for each Financial Institution or
Conduit, as applicable, a fraction (expressed as a percentage), the
numerator of which is the Capital associated with such Financial
Institution or Conduit and the denominator of which is the Aggregate
Capital; provided, however, that:
(a) solely with respect to each reference to "Pro Rata
Share" in Section 1.2, until such time as the
foregoing fraction equals (i) 5/19 for PREFCO and its
related Financial Institutions, (ii) 5/19 for Falcon
and its related financial institutions, (iii) 5/19
for Blue Ridge and its related Financial Institutions
and (iv) 4/19 for Liberty Street and its related
Financial
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Institutions, (x) the Pro Rata Share for each of Blue
Ridge and Liberty Street and their related Financial
Institutions shall be 0%, (y) the Pro Rata Share for
PREFCO and its related Financial Institutions shall
be 50%, and (z) the Pro Rata Share for Falcon and its
related Financial Institutions shall be 50%; and
(b) solely with respect to the reference to "Pro Rata
Share" in Section 1.3, until such time as the
foregoing fraction equals (i) 5/19 for PREFCO and its
related Financial Institutions, (ii) 5/19 for Falcon
and its related financial institutions, (iii) 5/19
for Blue Ridge and its related Financial Institutions
and (iv) 4/19 for Liberty Street and its related
Financial Institutions, (x) the Pro Rata Share for
each of PREFCO and Falcon and their related Financial
Institutions shall be 0%, (y) the Pro Rata Share for
Blue Ridge and its related Financial Institutions
shall be 50%, and (z) the Pro Rata Share for Liberty
Street and its related Financial Institutions shall
be 50%.
1.8. The definition of "Purchase Limit" in Exhibit I to
the Receivables Purchase Agreement is hereby amended to delete the reference
therein to "$850,000,000" and to substitute therefor "$950,000,000".
1.9. The definition of "Special Concentration Limit" in
Exhibit I of the Receivables Purchase Agreement is hereby amended to restate
solely that portion of the ratings chart for Special Obligors with short-term
debt ratings from S&P that are lower than A-2 or unrated and ratings from
Moody's that are lower than P-2 or unrated as follows:
Maximum
Dollar
S&P Rating Moody's Rating Percentage Amount
---------- ---------------- ---------- -----------
lower than A-2 or and lower than P-2 or 3.5% $84,000,000
unrated unrated
1.10. Schedule A to the Receivables Purchase Agreement is
hereby restated in its entirety in the form of the Restated Schedule A attached
hereto.
2. Conditions Precedent. This Amendment shall become
effective as of the date above written if and only if the Managing Agents have
received duly executed signature pages of this Amendment from each of the
parties listed on the signature pages hereto.
3. Representations and Warranties of the Seller Parties.
Each of the Seller Parties hereby represents and warrants as follows:
a. This Amendment and the Receivables Purchase
Agreement, as amended hereby, constitute legal, valid and binding obligations of
such Seller Party and are enforceable against such Seller Party in accordance
with their terms.
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b. Upon the effectiveness of this Amendment, each Seller
Party hereby reaffirms all representations and warranties made in the
Receivables Purchase Agreement, and to the extent the same are not amended
hereby, agrees that all such representations and warranties shall be deemed to
have been remade as of the date of delivery of this Amendment, unless and to the
extent that any such representation and warranty is stated to relate solely to
an earlier date, in which case such representation and warranty shall be true
and correct as of such earlier date.
4. Reference to and Effect on the Receivables Purchase
Agreement.
a. Upon the effectiveness of Section 1 hereof, on and
after the date hereof, each reference in the Receivables Purchase Agreement to
"this Receivables Purchase Agreement," "hereunder," "hereof," "herein" or words
of like import shall mean and be a reference to the Receivables Purchase
Agreement as amended hereby.
b. The Receivables Purchase Agreement, as amended
hereby, and all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and effect, and
are hereby ratified and confirmed.
c. Except as expressly provided herein, the execution,
delivery and effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of the Managing Agents, the Financial Institutions or
the Collateral Agent, nor constitute a waiver of any provision of the
Receivables Purchase Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.
5. Governing Law. This Amendment shall be governed by
and construed in accordance with the internal laws (as opposed to the conflict
of law provisions) of the State of New York.
6. Headings. Section 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.
7. Counterparts; Facsimile Signatures. This Amendment
may be executed by one or more of the parties to the Amendment on any number of
separate counterparts and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A facsimile signature page
hereto sent to the Collateral Agent (for the benefit of the Managing Agents) or
the Collateral Agent's counsel shall be effective as a counterpart signature
provided each party executing such a facsimile counterpart agrees to deliver
originals to the Collateral Agent (or its counsel) thereof.
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
on the date first above written.
CGSF FUNDING CORPORATION, as the Seller
By:__________________________________
Name:
Title:
McKESSON CORPORATION (formerly known as McKesson
HBOC, Inc.), as the Servicer
By:__________________________________
Name:
Title:
PREFERRED RECEIVABLES FUNDING
CORPORATION, as a Conduit
By:__________________________________
Authorized Signatory
FALCON ASSET SECURITIZATION
CORPORATION, as a Conduit
By:__________________________________
Authorized Signatory
BLUE RIDGE ASSET FUNDING CORPORATION, as a Conduit
By: Wachovia Bank, National Association, as
Attorney-In-Fact
By:__________________________________
Name:
Title:
Signature Page to Sixth Amendment
to McKesson RPA
LIBERTY STREET FUNDING CORP., as a Conduit
By:__________________________________
Name:
Title:
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:
WACHOVIA BANK, NATIONAL ASSOCIATION
(successor to Wachovia Bank, N.A.), as a Committed
Purchaser for Blue Ridge, a Financial Institution
and a Managing Agent
By:__________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA, as a Committed Purchaser
for Liberty Street, a Financial Institution and a
Managing Agent
By:__________________________________
Name:
Title:
Signature Page to
Sixth Amendment to McKesson RPA
RESTATED SCHEDULE A
COMMITMENTS OF FINANCIAL INSTITUTIONS
PURCHASE GROUP: PREFCO
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Financial Institution Aggregate Commitment
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Bank One, NA (formerly known as The First National Bank $250,000,000
of Chicago)
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PURCHASE GROUP: FALCON
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Financial Institution Aggregate Commitment
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Bank One, NA (formerly known as The First National Bank $250,000,000
of Chicago)
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PURCHASE GROUP: BLUE RIDGE
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Financial Institution Aggregate Commitment
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Wachovia Bank, N.A. $250,000,000
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PURCHASE GROUP: LIBERTY STREET
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Financial Institution Aggregate Commitment
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The Bank of Nova Scotia $200,000,000
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