McKesson 2005 Annual Report Download - page 221

ARTICLE I
PURCHASE ARRANGEMENTS
Section 1.1 Purchase Facility.
(a) Upon the terms and subject to the conditions hereof, Seller hereby sells and assigns Purchaser Interests to the Collateral Agent for the
benefit of one or more of the Purchasers in all of its Receivables, whether now owned or hereafter arising. In accordance with the terms and
conditions set forth herein, each Conduit Purchaser may, at its option, instruct the related Managing Agent (which will instruct the Collateral
Agent) to purchase on its behalf through the Collateral Agent, or if (i) such Conduit Purchaser shall decline to purchase or (ii) a Purchaser
Group does not have a Conduit Purchaser member, the Collateral Agent shall purchase, on behalf of the applicable Committed Purchasers,
Purchaser Interests from time to time in an aggregate amount not to exceed the Purchase Limit, and for each Purchaser Group in an aggregate
amount not to exceed the Purchaser Group Limit for such Purchaser Group, during the period from the date hereof to but not including the
Facility Termination Date.
(b) Seller may, upon at least 10 Business Days’ prior written notice to the Collateral Agent and each Managing Agent, terminate in
whole or reduce in part, ratably among the Purchaser Groups, the unused portion of the Purchase Limit and the Purchaser Group Limits;
provided, that each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 or an integral multiple thereof.
Section 1.2 Increases.
(a) Seller shall provide each Managing Agent with at least two (2) Business Days’ prior notice in a form set forth as Exhibit II hereto of
each Incremental Purchase (a “Purchase Notice”), provided that only one Business Day’s notice period shall be required in connection with the
initial purchase hereunder. Each Purchase Notice shall be subject to Section 5.2 hereof and, except as set forth below, shall be irrevocable and
shall specify the requested Purchase Price (which shall not be less than $15,000,000 in the aggregate for all Purchasers), date of purchase, the
type of Discount Rate (determined in accordance with, and subject to the limitations set forth in, Article III hereof) and Tranche Period;
provided, that the Seller may not send more than one (1) Purchase Notice in any one-week period.
(b) Following receipt of a Purchase Notice, (i) for each Purchaser Group which has a Conduit Purchaser member, the related Managing
Agent shall notify such Conduit Purchaser of its receipt of same and determine whether such Conduit Purchaser agrees to make the purchase,
and if the applicable Conduit Purchaser declines to make such purchase, the Managing Agent shall notify the Committed Purchasers in such
Purchaser Group of its receipt of such Purchase Notice and of the Conduit Purchaser declining to make such purchase and the Incremental
Purchase of the Purchaser Interest will be made by such Committed Purchasers and (ii) for each Purchaser Group which does not have a
Conduit Purchaser member, the related Managing Agent shall notify the Committed Purchasers in such Purchaser Group of its receipt of such
Purchase Notice and the Incremental Purchase of the Purchaser Interest will be made by such Committed Purchasers.
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