EXHIBIT 10.30
EXECUTION COPY
FIFTH AMENDMENT
TO
RECEIVABLES PURCHASE AGREEMENT
THIS FIFTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
("Amendment"), dated as of June 14, 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 and the Fourth Amendment thereto dated as of June 15,
2001 (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:
The definition of "Liquidity Termination Date" in Exhibit I of
the Receivables Purchase Agreement is hereby amended to delete
the words "June 14, 2002" and to substitute therefor the words
"June 13, 2003".
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 originals 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.
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. 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.
2
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 Fifth 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: Elizabeth Cohen
Title: Vice President
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 Fifth Amendment
to McKesson RPA