Exhibit 10.30
SEVENTH AMENDMENT
TO
RECEIVABLES PURCHASE AGREEMENT
THIS SEVENTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
(“Amendment”), dated as of May
, 2003, 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 “Purchasers” party
hereto, the “Managing Agents” party hereto, and Bank
One, NA (formerly known as The First National Bank of Chicago,
“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 funding entities parties thereto (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, Wachovia
Bank, National Association (successor to Wachovia Bank, N.A.) and
The Bank of Nova Scotia (collectively, 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, the Fifth Amendment thereto dated as of
June 14, 2002 and the Sixth Amendment thereto dated as of
December 6, 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.
Section 7.2(b) of the Receivables Purchase Agreement is hereby
deleted in its entirety and the following new Section 7.2(b)
is substituted therefor:
(b) Change in Payment Instructions to Obligors. Such Seller
Party will not add or terminate any bank as a Collection Bank, or
make any change in the instructions
to
Obligors regarding payments to be made to any Lock-Box or
Collection Account, unless the Collateral Agent shall have received
(i) at least ten (10) days before the proposed effective date
therefor, written notice of such addition, termination or change;
provided, however, that the Servicer may make changes in
instructions to Obligors regarding payments if such new
instructions require such Obligor to make payments to another
existing Collection Account, and (ii) at least ten
(10) days before the proposed effective date therefor (or such
shorter prior period as may be agreed to by the Collateral Agent in
its sole discretion), with respect to the addition of a Collection
Bank or a Collection Account or Lock-Box, an executed Collection
Account Agreement with respect to the new Collection Account or
Lock-Box.
1.2.
Exhibit IV to the Receivables Purchase Agreement is hereby
deleted in its entirety and the restated Exhibit IV attached
hereto is substituted therefor.
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.
b. Upon
th
