McKesson 2005 Annual Report Download - page 326

EXHIBIT XI
FORM OF JOINDER AGREEMENT
Reference is made to the Amended and Restated Receivables Purchase Agreement dated as of June 11, 2004 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Agreement ”), among CGSF Funding Corporation (the “Seller”),
McKesson Corporation, as initial Servicer (together with its successors and assigns, the “Servicer”), the “Conduit Purchasers” from time to
time party thereto, the “Committed Purchasers” from time to time party thereto, the “Managing Agents” from time to time party thereto and
Bank One, NA (Main Office Chicago), as collateral agent (the “Collateral Agent”). To the extent not defined herein, capitalized terms used
herein have the meanings assigned to such terms in the Agreement.
(the “New Managing Agent”), (the “New Conduit Purchaser”),
(the “New Committed Purchaser[s]”; and together with the New Managing Agent and New Conduit Purchaser , the
“New Purchaser Group”), the Seller, the Servicer and the Collateral Agent agree as follows:
1. Pursuant to Section 12.3 of the Agreement, the Seller has requested that the New Purchaser Group agree to become a “Purchaser Group”
under the Agreement.
2. The effective date (the “Effective Date”) of this Joinder Agreement shall be the later of (i) the date on which a fully executed copy of this
Joinder Agreement is delivered to the Collateral Agent and (ii) the date of this Joinder Agreement.
3. By executing and delivering this Joinder Agreement, each of the New Managing Agent, the New Conduit Purchaser and the New
Committed Purchaser[s] confirms to and agrees with each other party to the Agreement that (i) it has received a copy of the Agreement and
such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder
Agreement; (ii) it will, independently and without reliance upon the Collateral Agent, the other Managing Agents, the other Purchasers or any
of their respective Affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Agreement or any Transaction Document; (iii) it appoints and authorizes the Collateral
Agent to take such action as agent on its behalf and to exercise such powers under the Agreement, the Transaction Documents and any other
instrument or document pursuant thereto as are delegated to the Collateral Agent by the terms thereof, together with such powers as are
reasonably incidental thereto and to enforce its respective rights and interests in and under the Agreement, the Transaction Documents, the
Receivables, the Related Security and the Collections; (iv) it will perform all of the obligations which by the terms of the Agreement and the
Transaction Documents are required to be performed by it as a Managing Agent, a Conduit Purchaser and a Committed Purchaser,
respectively; (v) its address for notices shall be the office set forth beneath its name on the signature pages of this Joinder Agreement; and
(vi) it is duly authorized to enter into this Joinder Agreement.
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