McKesson 2005 Annual Report Download - page 281

“Contract” means, with respect to any Receivable, any and all instruments, agreements, invoices or other writings pursuant to which
such Receivable arises or which evidences such Receivable.
“CP Rate” means, with respect to any Conduit Purchaser for any CP Tranche Period, the rate equivalent to the rate (or if more than
one rate, the weighted average of the rates) at which Commercial Paper issued by such Conduit Purchaser having a term equal to such CP
Tranche Period are sold by plus any and all applicable issuing and paying agent fees and commissions of placement agents and commercial
paper dealers in respect of such Commercial Paper and other costs associated with funding small or odd-lot amounts; provided, however, that if
the rate (or rates) as agreed between any such agent or dealer and the applicable Conduit Purchaser is a discount rate (or rates), the “CP Rate”
for such Conduit Purchaser for such CP Tranche Period shall be the rate (or if more than one rate, the weighted average of the rates) resulting
from the relevant Managing Agent’s converting such discount rate (or rates) to an interest-bearing equivalent rate per annum.
Notwithstanding the foregoing, with respect to Purchaser Interests funded through Pooled Commercial Paper, the CP Rate for any CP Tranche
Period means:
(i) in the case of Liberty Street, the per annum rate equivalent to the weighted average cost (as determined by its Managing Agent
and which shall include commissions of placement agents and dealers, incremental carrying costs incurred with respect to Pooled
Commercial Paper maturing on dates other than those on which corresponding funds are received by Liberty Street, other borrowings by
Liberty Street (other than under any commercial paper program support agreement) and any other costs associated with the issuance of
Pooled Commercial Paper) of or related to the issuance of Pooled Commercial Paper that are allocated, in whole or in part, by Liberty
Street or its Managing Agent to fund or maintain its Purchaser Interests (and which may be also allocated in part to the funding of other
assets of Liberty Street) during such CP Tranche Period; provided, however, that if any component of such rate is a discount rate, in
calculating the “CP Rate” for Liberty Street for such Purchaser Interest for such CP Tranche Period, Liberty Street shall for such
component use the rate resulting from converting such discount rate to an interest-bearing equivalent rate per annum; and
(ii) in the case of PREFCO and Falcon, for each day during the related CP Tranche Period, the sum of (a) discount accrued on
Pooled Commercial Paper of such Conduit Purchaser on such day, plus (b) any and all accrued commissions in respect of placement agents
and Commercial Paper dealers, and issuing and paying agent fees incurred, in respect of such Pooled Commercial Paper for such day, plus
(iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase facilities which are funded by
Pooled Commercial Paper of such Conduit Purchaser for such day, minus (iv) any accrual of income net of expenses received on such day
from investment of collections received under all receivable purchase facilities funded substantially with Pooled Commercial Paper, minus
(v) any payment received on such day net of expenses in respect of Broken Funding Costs related to the prepayment of any receivables
interest of such Conduit Purchaser pursuant to the terms
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