Exhibit 10.1
McKESSON CORPORATION
$150,000,000 6.30% Notes due March 1, 2005
$150,000,000 6.40% Notes due March 1, 2008
REGISTRATION RIGHTS AGREEMENT
New York, New York
February 24, 1998
Salomon Brothers Inc
BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Securities Inc.
c/o Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Dear Sirs and Mesdames:
McKesson Corporation, a Delaware corporation (the "Company"), proposes
to issue and sell (the "Initial Placement") to Salomon Brothers Inc ("Salomon
Brothers"), BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇.▇. ▇▇▇▇▇▇ Securities Inc.
(collectively, the "Purchasers"), upon the terms set forth in a purchase
agreement, dated as of February 19, 1998 (the "Purchase Agreement"),
$150,000,000 of the Company's 6.30% Notes due March 1, 2005 and $150,000,000 of
the Company's 6.40% Notes due March 1, 2008 (each, a "Series of Notes" and,
collectively, the "Notes"). The Notes will be issued under an Indenture dated as
of March 11, 1997 (the "Indenture") between the Company and The First National
Bank of Chicago, as trustee (the "Trustee"). As an inducement to the Purchasers
to enter into the Purchase Agreement and in satisfaction of a condition to your
obligations thereunder, the Company agrees with you, (i) for your benefit and
(ii) for the benefit of the holders from time to time (each of the foregoing a
"Holder" and together the "Holders") of the Notes or the Exchange Notes (as
defined herein), as follows:
1. Definitions. Capitalized terms used herein without definition
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shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:
"Act" means the Securities Act of 1933, as amended, and the rules and
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regulations of the Commission promulgated thereunder.
"Affiliate" shall have the same meaning given to that term in Rule 405
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of the Act of any successor rule thereunder.
"Closing Date" has the meaning set forth in the Purchase Agreement.
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"Commission" means the Securities and Exchange Commission.
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"Exchange Act" means the Securities Exchange Act of 1934, as amended,
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and the rules and regulations of the Commission promulgated thereunder.
"Exchange Notes" means the two Series of Exchange Notes, collectively.
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"Exchange Offer Registration Period" means the 180-day period
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following the issuance of the Exchange Notes, exclusive of any period during
which any stop order shall be in effect suspending the effectiveness of the
Exchange Offer Registration Statement.
"Exchange Offer Registration Statement" means a registration statement
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of the Company on an appropriate form under the Act with respect to the
Registered Exchange Offer, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.
"Exchanging Dealer" means any Holder (which may include any Purchaser)
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which is a broker-dealer electing to exchange Notes acquired for its own account
as a result of market-making activities or other trading activities for Exchange
Notes.
"Final Memorandum" has the meaning set forth in the Purchase
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Agreement.
"Holder" has the meaning set forth in the preamble hereto.
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"Indenture" has the meaning set forth in the preamble hereto.
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"Initial Placement" has the meaning set forth in the preamble hereto.
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"Liquidated Damages" has the meaning set forth in Section 7(a) hereof.
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"Majority Holders" means the Holders of a majority of the aggregate
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principal amount of securities registered under a Registration Statement.
"Managing Underwriters" means the investment banker or investment
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bankers and manager or managers that shall administer an underwritten offering.
"Notes" has the meaning set forth in the preamble hereto.
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"Prospectus" means the prospectus included in any Registration
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Statement (including a prospectus that discloses information previously omitted
from a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A under the Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Notes or the Exchange Notes, covered by such Registration
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Statement, and all amendments and supplements to the Prospectus, including post-
effective amendments.
"Registered Exchange Offer" means the proposed offer to the Holders to
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issue and deliver to such Holders, with respect to each Series of Notes, a like
principal amount of the corresponding Series of Exchange Notes, in exchange for
the Notes.
"Registration Statement" means any Exchange Offer Registration
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Statement or Shelf Registration Statement that covers any of the Notes or the
Exchange Notes pursuant to the provisions of this Agreement, and amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.
"Series of Exchange Notes" means, in respect of each Series of Notes,
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a like principal amount of debt securities of the Company identical in all
material respects to, and entitled to substantially the same benefits of such
Series of Notes.
"Series of Notes" has the meaning set forth in the preamble hereto.
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"Shelf Registration" means a registration effected pursuant to Section
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3 hereof.
"Shelf Registration Event" has the meaning set forth in Section 3
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hereof.
"Shelf Registration Period" has the meaning set forth in Section 3(b)
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hereof.
"Shelf Registration Statement" means a "shelf" registration statement
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of the Company pursuant to the provisions of Section 3 hereof which covers some
or all of the Notes or the Exchange Notes, as applicable, on an appropriate form
under Rule 415 under the Act, or any similar rule that may be adopted by the
Commission, and amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.
"Special Counsel" means ▇▇▇▇▇, Brown & Plan or such other counsel as
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shall be specified by the Majority Holders of securities included in the
relevant Registration Statement, the fees and expenses of which will be paid by
the Company pursuant to Section 5 hereof.
"Trustee" has the meaning set forth in the preamble hereto.
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"Underwriter" means any underwriter of Notes in connection with an
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offering thereof under a Shelf Registration Statement.
2. Registered Exchange Offers: Resales of Exchange Notes By
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Exchanging Dealers. (a) The Company shall prepare and file with the Commission
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the Exchange Offer
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Registration Statement. The Company shall use its reasonable efforts to cause
the Exchange Offer Registration Statement to become effective under the Act
within 180 days of the Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offers,
it being the objective of such Registered Exchange Offers to enable each Holder
electing to exchange Notes for Exchange Notes (assuming that such Holder is not
an affiliate of the Company within the meaning of the Act, acquires the Exchange
Notes in the ordinary course of such Holder's business and has no arrangements
with any person to participate in the distribution (within the meaning of the
Act) of the Exchange Notes) to transfer such Exchange Notes from and after their
receipt without any limitations or restrictions under the Act and without
material restrictions under the securities laws of a substantial proportion of
the several states of the United States.
(c) In connection with the Registered Exchange Offers, the Company
shall:
(i) mail to each Holder a copy of the Prospectus forming
part of the Exchange Offer Registration Statement, together with an
appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offers open for not less
than 30 days after the date notice thereof is mailed to the Holders
(or longer if required by applicable law);
(iii) utilize the services of a depositary for the Registered
Exchange Offers with an address in the Borough of Manhattan, The City
of New York; and
(iv) comply in all material respects with all applicable
laws.
(d) As soon as practicable after the close of each of the
Registered Exchange Offers, the Company shall:
(i) accept for exchange all Notes validly tendered and not
withdrawn pursuant to the applicable Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation all Notes so
accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver
to each Holder of tendered Notes, Exchange Notes of the appropriate
series equal in principal amount to the Notes of such Holder so
accepted for exchange therefor.
(e) The Purchasers and the Company acknowledge that, pursuant to
interpretations by the Commission's staff of Section 5 of the Act, and in the
absence of an
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applicable exemption therefrom, each Exchanging Dealer is required to deliver a
Prospectus in connection with a sale of any Exchange Notes received by such
Exchanging Dealer pursuant to the Registered Exchange Offers in exchange for
Notes acquired for its own account as a result of market-making activities or
other trading activities. Accordingly, the Company shall:
(i) include the information set forth in Annex A hereto on the
cover of the Exchange Offer Registration Statement, in Annex B hereto
in the forepart of the Exchange Offer Registration Statement in a
section setting forth details of the Registered Exchange Offers, and
in Annex C hereto in the underwriting or plan of distribution section
of the Prospectus forming a part of the Exchange Offer Registration
Statement, and include the information set forth in Annex D hereto in
each Letter of Transmittal delivered pursuant to each Registered
Exchange Offer; and
(ii) use its reasonable efforts to keep the Exchange Offer
Registration Statement continuously effective under the Act during the
Exchange Offer Registration Period for delivery of the Prospectus
forming a part thereof by Exchanging Dealers in connection with sales
of Exchange Securities received pursuant to the Registered Exchange
Offers, as contemplated by Section 4(h) below.
(f) In the event that the Purchasers determine that they are not
eligible to participate in the Registered Exchange Offers with respect to the
exchange of Notes constituting any portion of their initial unsold allotment, at
the request of the Purchasers, the Company shall issue and deliver to the
Purchasers, in exchange for such Notes, a like principal amount of Exchange
Notes (provided that such Exchange Notes shall include legends with respect to
restrictions on transfer), and the Company shall, starting on the date of
effectiveness of the Exchange Offer Registration Statement and ending on the
close of business on the 180th day following such date, make available as many
copies of the Exchange Offer Registration Statement prospectus, as amended or
supplemented, as reasonably requested by the Purchasers. The Company shall seek
to cause the CUSIP Service Bureau to issue the same CUSIP number(s) for such
securities as for the corresponding Series of Exchange Notes issued pursuant to
the Registered Exchange Offers. The Purchasers agree to promptly notify the
Company in writing following the resale of their initial allotment of Notes.
3. Shelf Registration. If, (i) because of any change in law or in
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currently prevailing interpretations thereof by the Commission's staff, the
Company determines upon advice of its outside counsel that it is not permitted
to effect either of the Registered Exchange Offers as contemplated by Section 2
hereof, or (ii) for any other reason either of the Registered Exchange Offers
are not consummated within 225 days of the Closing Date, or (iii) in the case of
any Holder that participates in either of the' Registered Exchange Offers, such
Holder does not receive applicable freely tradeable Exchange Notes on the date
of the exchange (other than due solely to the status of such Holder as an
affiliate of the Company within the meaning of the Act or as a broker-dealer)
(it being understood that, for purposes of this Section 3, (x) the requirement
that the Purchasers deliver a Prospectus containing the information required by
Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of
Exchange
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Notes acquired in exchange for such Notes shall result in such Exchange Notes
being not "freely tradeable" but (y) the requirement that an Exchanging Dealer
deliver a Prospectus in connection with sales of Exchange Notes acquired in the
Registered Exchange Offers in exchange for Notes acquired as a result of market-
making activities or other trading activities shall not result in such Exchange
Notes being not "freely tradeable") (the events described in clauses (i), (ii)
and (iii) of this paragraph are each referred to herein as a "Shelf Registration
Event"), the following provisions shall apply:
(a) The Company shall promptly deliver to the applicable Holders
written notice of a Shelf Registration Event and, as promptly as practicable,
file with the Commission and thereafter use its reasonable efforts to cause to
be declared effective under the Act, a Shelf Registration Statement relating to
the offer and sale of the applicable Notes or the applicable Exchange Notes, as
the case may be, by the applicable Holders from time to time in accordance with
the methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement; provided, however, that with respect to Exchange Notes
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received by the Purchasers in exchange for Notes constituting any portion of an
unsold allotment, the Company may, if permitted by current interpretations by
the Commission's staff; file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Regulation S-K
Items 507 and/or 508, as applicable, in satisfaction of their obligations under
this paragraph (a) with respect thereto, and any such Exchange Offer
Registration Statement, as so amended, shall be referred to herein as, and
governed by the provisions herein applicable to, a Shelf Registration Statement.
(b) The Company shall use its reasonable efforts to keep such Shelf
Registration Statement continuously effective in order to permit the Prospectus
forming part thereof to be usable by such Holders for a period of two years (or,
if Rule l44(k) is amended to provide a shorter restrictive period, such shorter
period) or such shorter period that will terminate when all the Notes or
Exchange Notes, as applicable, covered by such Shelf Registration Statement have
been sold pursuant to the Shelf Registration Statement (in any such case, such
period being called the "Shelf Registration Period").
4. Registration Procedures. In connection with any Shelf
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Registration Statement and, to the extent specified, any Exchange Offer
Registration Statement, the following provisions shall apply:
(a) The Company shall furnish to each Purchaser, prior to the
filing thereof with the Commission, a copy of any Shelf Registration Statement
and any Exchange Offer Registration Statement, and each amendment thereof and
each amendment or supplement, if any, to the Prospectus included therein and the
Company shall, if reasonably requested, promptly incorporate in such
Registration Statement, such information and comments as the Purchasers
reasonably agree with the Company and its counsel should be included therein
provided that the Company shall not be required to take any action under this
Section 4(a) that is not in the reasonable opinion of counsel for the Company in
compliance with applicable law.
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(b) The Company shall ensure that subject to Section 4(k), (i) any
Registration Statement and any amendment thereto and any Prospectus forming a
part thereof and any amendment or supplement thereto complies in all material
respects with the Act, (ii) any Registration Statement and any amendment thereto
does not, when it becomes effective, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading and (iii) any Prospectus forming
part of any Registration Statement, and any amendment or supplement to such
Prospectus, does not, during the period when delivery thereof is required,
include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements, in the light of the circumstances
under which they were made, not misleading.
(c) (1) The Company shall advise the Purchasers and, in the case
of a Shelf Registration Statement, the Holders of securities covered thereby
and, if requested by you or any such Holder, confirm such advice in writing:
(i) when a Registration Statement and any amendment thereto
has been filed with the Commission and when a Registration Statement
or any post-effective amendment thereto has become effective; and
(ii) of any request by the Commission for amendments or
supplements to a Registration Statement or the Prospectus included
therein or for additional information.
(2) The Company shall advise the Purchasers and, in the
case of a Shelf Registration Statement, the Holders of securities
covered thereby, and, in the case of an Exchange Offer Registration
Statement, any Exchanging Dealer which has provided in writing to
the Company a telephone or facsimile number and address for notices,
and, if requested by you or any such Holder or Exchanging Dealer,
confirm such advice in writing:
(i) of the issuance by the Commission of any stop order
suspending the effectiveness of a Registration Statement or the
initiation of any proceedings for that purpose;
(ii) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the securities
included therein for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and
(iii) of the suspension of the use of a Prospectus.
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(d) Subject to Section 4(k), the Company shall use its reasonable
efforts to prevent the issuance or obtain the withdrawal of any order suspending
the effectiveness or use of any Registration Statement at the earliest possible
time.
(e) The Company shall furnish to each Holder of securities included
within the coverage of any Shelf Registration Statement, without charge, at
least one copy of such Shelf Registration Statement and any post-effective
amendment thereto, including financial statements and schedules, and, if the
Holder so requests in writing, all exhibits (including those incorporated by
reference).
(f) Subject to Section 4(k), the Company shall, during the Shelf
Registration Period, as promptly as is reasonably practicable deliver to each
Holder of securities included within the coverage of any Shelf Registration
Statement, without charge, as many copies of the Prospectus (including each
preliminary Prospectus) included in such Shelf Registration Statement and any
amendment or supplement thereto as such Holder may reasonably request; and
subject to Section 4(k), the Company consents to the use of the Prospectus or
any amendment or supplement thereto as to which no notice has been given
pursuant to paragraph 4(c)(2) by each of the selling Holders of securities in
connection with the offering and sale of the securities covered by the
Prospectus or any amendment or supplement thereto.
(g) The Company shall furnish to each Exchanging Dealer which so
requests, without charge, at least one copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules, any documents incorporated by reference therein, and,
if the Exchanging Dealer so requests in writing, all exhibits (including those
incorporated by reference).
(h) Subject to Section 4(k), the Company shall, during the Exchange
Offer Registration Period, promptly deliver to each Exchanging Dealer, without
charge, as many copies of the Prospectus included in such Exchange Offer
Registration Statement and any amendment or supplement thereto as such
Exchanging Dealer may reasonably request for delivery by such Exchanging Dealer
in connection with a sale of Exchange Notes received by it pursuant to the
Registered Exchange Offer; and subject to Section 4(k), the Company consents to
the use of the Prospectus or any amendment or supplement thereto as to which no
notice has been given pursuant to paragraph 4(c)(2) by any such Exchanging
Dealer, as aforesaid.
(i) Prior to the Registered Exchange Offers or the effectiveness of a
Registration Statement, the Company shall, if required by applicable law,
register or qualify or cooperate with the Holders of securities included therein
and their respective counsel in connection with the registration or
qualification of such securities for offer and sale under the securities or blue
sky laws of such jurisdictions as any such Holders reasonably request in writing
and do any and all other acts or things necessary or advisable to enable the
offer and sale in such United States jurisdictions of the securities
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covered by such Registration Statement; provided, however, that the Company
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will not be required to (i) qualify generally to do business or as a foreign
corporation or as a dealer in securities in any jurisdiction where it would not
otherwise be required to so qualify but for this Section 4(i), (ii) file any
general consent to service of process in any jurisdiction where it is not as of
the date hereof so subject or (iii) subject itself to taxation in any
jurisdiction where it is not otherwise subject.
(j) Unless the applicable securities shall be in book-entry only form,
the Company shall cooperate with the Holders of Notes to facilitate the timely
preparation and delivery of certificates representing Notes to be sold pursuant
to any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as Holders may request prior to sales
of Notes pursuant to such Registration Statement.
(k) Upon the occurrence of any event contemplated by paragraphs
(c)(l)(ii), (c)(2)(i) or (c)(2)(iii) above, the Company agrees to notify the
Purchasers, and in the case of a Shelf Registration Statement, the Holders of
securities covered thereby, to suspend use of the Prospectus and the Company
shall prepare, using its reasonable efforts to do so as soon as possible, a
post-effective amendment to any Registration Statement or an amendment or
supplement to the related Prospectus or file any other required document so
that, as thereafter delivered to purchasers of the securities included therein,
the Prospectus will not include an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading and the
Purchasers, and in the case of a Shelf Registration Statement, the Holders of
securities covered thereby, shall suspend use of such Prospectus until the
Company has amended or supplemented such Prospectus so that such Prospectus does
not contain any such untrue statement or omission.
(l) The Company shall use its reasonable efforts to cause The
Depository Trust Company ("DTC") on the first business day following the
effective date of any Shelf Registration Statement hereunder or as soon as
possible thereafter to remove (i) from any existing CUSIP number assigned to any
Series of Notes, any designation indicating that such Notes are "restricted
securities," which efforts shall include delivery to DTC of a letter executed by
the Company substantially in the form of Annex E hereto and (ii) any other stop
or restriction on DTC's system with respect to such Notes. In the event the
Company is unable to cause DTC to take the actions described in the immediately
preceding sentence, the Company shall take such actions as Salomon Brothers may
reasonably request to provide, as soon as practicable, a CUSIP number for each
Series of Notes registered under such Registration Statement and to cause such
CUSIP numbers to be assigned to such Notes (or to the maximum aggregate
principal amount of such Notes to which such number(s) may be assigned). Upon
compliance with the foregoing requirements of this Section 4(1), the Company
shall provide the Trustee with printed certificates for each Series of Notes, in
a form eligible for deposit with DTC.
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(m) The Company shall use its reasonable efforts to comply with all
applicable rules and regulations of the Commission and shall make generally
available to its security holders as soon as practicable after the effective
date of the applicable Registration Statement an earnings statement satisfying
the provisions of Section 11(a) of the Act.
(n) The Company may require each Holder of securities to be sold
pursuant to any Shelf Registration Statement to furnish to the Company such
information regarding such Holder and the distribution of such securities by
such Holder as the Company may from time to time reasonably require for
inclusion in such Registration Statement and securities of a Holder which does
not provide information necessary for inclusion in such Registration Statement
may be omitted from any Shelf Registration Statement.
(o) The Company shall, if reasonably requested, and in no event more
than three times, promptly incorporate in a Prospectus supplement or post-
effective amendment to a Shelf Registration Statement, such information as the
Managing Underwriters and Holders of a majority in aggregate principal amount of
each Series of Notes reasonably agree with the Company and its counsel should be
included therein and shall make all required filings of such Prospectus
supplement or post-effective amendment as soon as notified of the matters to be
incorporated in such Prospectus supplement or post-effective amendment provided
that the Company shall not be required to take any action under this Section
4(o) that is not in the reasonable opinion of counsel for the Company in
compliance with applicable law.
(p) In the case of any Shelf Registration Statement, the Company shall
enter into such customary agreements (including underwriting agreements) and
take all other appropriate and reasonably required actions in connection
therewith in order to expedite or facilitate the registration or the disposition
of the applicable Notes or the applicable Exchange Notes, as the case may be,
and in connection therewith, if an underwriting agreement is entered into, cause
the same to contain indemnification provisions and procedures no less favorable
than those set forth in Section 6 (or such other provisions and procedures
acceptable to the Holders of a majority in aggregate principal amount of each
applicable Series of Notes and the Managing Underwriters, if any) with respect
to all parties to be indemnified pursuant to Section 6.
(q) In the case of any Shelf Registration Statement, the Company shall
(i) make reasonably available for inspection by the Holders of securities to be
registered thereunder, subject to their acceptance of the provisions of this
Section 4(q), any underwriter participating in any distribution pursuant to such
Registration Statement, and any Special Counsel, accountant or other agent
retained by such Holders or any such underwriter, all relevant financial and
other records, pertinent corporate documents and properties of the Company and
its subsidiaries as shall reasonably be required in connection with the
discharge of their due diligence obligations; (ii) cause the Company's officers,
directors and employees and any relevant trustee to supply all relevant
information reasonably requested by such Holders or any such underwriter,
Special
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Counsel, accountant or agent in connection with any such Registration
Statement as is customary for similar due diligence examinations; provided,
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however, that, in the case of clause (i) and (ii) above, any information
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that is designated in writing by the Company, in good faith, as confidential at
the time of delivery of such information shall be kept confidential by such
Holders and any such underwriter, Special Counsel, accountant or agent, unless
such disclosure is made in connection with a court proceeding or as required by
law after notice has been given to the Company of such pending disclosure and a
reasonable opportunity has been provided, whenever reasonably possible, for the
Company to obtain an appropriate protective order for the information to be
disclosed, or such information becomes available to the public generally or
through a third party without an accompanying obligation of confidentiality;
and provided further, however, that the foregoing inspection and information
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gathering shall be coordinated on behalf of such Holders and the other parties
entitled thereto by the Special Counsel and other parties; (iii) make such
representations and warranties to the Holders of securities registered
thereunder and the underwriters, if any, in form, substance and scope as are
customarily made by issuers to underwriters in secondary offerings and covering
such matters as are customarily covered in representations and warranties
requested in secondary offerings; (iv) obtain opinions of counsel to the Company
and updates thereof addressed to each selling Holder and the underwriters, if
any, covering such matters and with such exceptions as are customarily covered
or taken in opinions requested in secondary offerings; (v) obtain "cold comfort"
letters and updates thereof from the independent certified public accountants of
the Company (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business acquired by the
Company for which financial statements and financial data are, or are required
to be, included in the Registration Statement), addressed to each selling Holder
of securities registered thereunder and the underwriters, if any, in customary
form and covering matters of the type customarily covered in "cold comfort"
letters in connection with secondary offerings; and (vi) deliver such documents
and certificates as may be reasonably requested by the Majority Holders and the
Managing Underwriters, if any, or their counsel including those to evidence
compliance with Section 4(k) and with conditions customarily contained in the
underwriting agreement or other agreement entered into by the Company. The
foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of this Section
4(q) shall be performed at (A) the effectiveness of such Registration Statement
and each post-effective amendment thereto and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.
(r) In the case of any Exchange Offer Registration Statement, if
requested by the Purchasers, the Company shall (i) make reasonably available for
inspection by the Purchasers, subject to their acceptance of the provisions of
this Section 4(r), and any Special Counsel, accountant or other agent retained
by the Purchasers, all relevant financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries as shall reasonably
be required in connection with the discharge of their due diligence obligations;
(ii) cause the Company's officers, directors and employees and any relevant
trustee to supply all relevant information reasonably
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requested by the Purchasers or any such Special Counsel, accountant or
agent in connection with any such Registration Statement as is customary
for similar due diligence examinations; provided however, that, in the case
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of clause (i) and (ii) above, any information that is designated in writing by
the Company, in good faith, as confidential at the time of delivery of such
information shall be kept confidential by the Purchasers and any such Special
Counsel, accountant or agent, unless such disclosure is made in connection with
a court proceeding or as required by law after notice has been given to the
Company of such pending disclosure and a reasonable opportunity has been
provided, whenever reasonably possible, for the Company to obtain an appropriate
protective order for the information to be disclosed, or such information
becomes available to the public generally or through a third party without an
accompanying obligation of confidentiality; and provided further, however,
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that the foregoing inspection and information gathering shall be coordinated on
behalf of the Purchasers and other parties entitled thereto by the Special
Counsel and other parties; (iii) make such representations and warranties to the
Purchasers, in form, substance and scope as are customarily made by issuers to
underwriters in secondary offerings and covering such matters as are customarily
covered in representations and warranties requested in secondary offerings; and
(iv) deliver such documents and certificates as may be reasonably requested by
the Purchasers or their counsel, including those to evidence compliance with
Section 4(k) and with conditions customarily contained in underwriting
agreements. The foregoing actions set forth in clauses (iii) and (iv) of this
Section 4(r) shall be performed, if requested by the Purchasers, at the closing
of each of the Registered Exchange Offers and the effective date of any post-
effective amendment to the Exchange Offer Registration Statement.
5. Registration Expenses. The Company shall bear all expenses
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incurred in connection with the performance of their obligations under Sections
2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, will
reimburse the applicable Holders for the reasonable fees and disbursements of
the Special Counsel designated in connection therewith, and, in the case of any
Exchange Offer Registration Statement, will reimburse the Purchasers for the
reasonable fees and disbursements of the Special Counsel acting in connection
therewith.
6. Indemnification; Contribution.
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(a) The Company agrees to indemnify and hold harmless each Holder and
each person, if any, who controls any Holder within the meaning of either
Section 15 of the Act or Section 20 of the Exchange Act from and against any and
all losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by (i) any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement or any amendment thereof, including all documents incorporated therein
by reference, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not
misleading or (ii) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary Prospectus or any Prospectus (or
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amendment or supplement thereto) or the omission or alleged omission therefrom
of a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; except
insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to any Holder furnished to the Company in writing by such
Holder expressly for use therein. The Company shall also indemnify each
Exchanging Dealer participating in the offering and sale of the Notes and each
person who controls any such Exchanging Dealer (within the meaning of Section 15
of the Act or Section 20 of the Exchange Act) to the same extent and with the
same limitations as provided above with respect to the indemnification of the
Holders of the Notes.
The foregoing notwithstanding, the Company shall not be liable to the
extent that such losses, claims, damages or liabilities arise out of or are
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any Prospectus that is a preliminary Prospectus if (i)
such indemnified person failed to send or deliver a copy of the Prospectus with
or prior to the delivery or written confirmation of the sale of the Notes giving
rise to such losses, claims, damages or liabilities and (ii) the Prospectus
would have corrected such untrue statement or omission.
(b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, the Company's directors, the Company's officers who
sign a Registration Statement, and each person, if any, who controls the Company
within the meaning of either Section 15 of the Act or Section 20 of the Exchange
Act from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim) caused
by any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement or any amendment thereof, any preliminary
Prospectus or any Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, but only the
reference to information relating to such Holder furnished to the Company in
writing by such Holder expressly for use in such Registration Statement,
preliminary Prospectus, Prospectus or any amendments or supplements thereto. In
no event shall the liability of any Holder of the Notes hereunder be greater in
amount than the net dollar amount of the proceeds received by such Holder from
the sale of the Notes giving rise to such indemnification obligation.
(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either of the two proceeding paragraphs,
such person (the "indemnified party") shall promptly notify the person against
-----------------
whom such indemnity may be sought (the "indemnifying party") in writing and
------------------
the indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the reasonable
13
fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and, the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for (a) the fees and expenses of more than one separate firm (in
addition to any local counsel) for all Holders and all persons, if any, who
control any Holders within the meaning of either Section 15 of the Act or
Section 20 of the Exchange Act, and (b) the fees and expenses of more than one
separate firm (in addition to any local counsel) for the Company and each
person, if any, who controls the Company within the meaning of either such
Section, and that all such fees and expenses shall be reimbursed as they are
incurred. In the case of any such separate firm for the Company and any such
control persons of the Company, such firm shall be designated in writing by the
Company. In the case of any such separate firm for the Holders or any such
control persons of any Holders, such firm shall be designated in writing on
behalf of the Majority Holders. The indemnifying party shall not be liable for
any settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability or reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by the second and third sentences of this paragraph,
the indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.
(d) To the extent the indemnification provided for in paragraph (a) or
(b) of this Section 6 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to herein, then
each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other
14
things, whether the untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or by such indemnified party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Holders' respective
obligations to contribute pursuant to this paragraph are several in proportion
to the respective number of the Notes they have sold pursuant to a Registration
Statement, and not joint.
(e) The Company and the Holders agree that it would not be just or
equitable if contribution pursuant to Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) of this Section 6. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in paragraph (d) of this Section 6
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 6, a Holder of the Notes shall
not be required to contribute any amount in excess of the amount by which the
total price at which the Notes sold by such indemnifying party and distributed
to the public were offered to the public pursuant to any Registration Statement
exceeds the amount of any damages which such indemnifying party has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 6 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.
(f) The indemnity and contribution provisions contained in this
Section 6 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Holder or any person controlling any Holder, or the Company or any person
controlling the Company and (iii) the sale of any Notes by any Holder.
7. Liquidated Damages Under Certain Circumstances. (a) Liquidated
----------------------------------------------
damages ("Liquidated Damages") shall become payable in respect of the Notes as
follows if any of the following events occur (each such event in clauses (i)
through (iii) below, a "Registration Default"):
(i) in the event that the Company is permitted under the law
and currently prevailing interpretations of the Commission's staff
to effect the Registered Exchange Offers and the Exchange Offer
Registration Statement is not declared effective on or prior to the
180th day following the Closing Date;
(ii) either of the Registered Exchange Offers are not
consummated and the applicable Shelf Registration Statement is not
declared effective on or prior to the 225th day following the
Closing Date; or
15
(iii) after a Shelf Registration Statement is declared
effective, (A) such Shelf Registration Statement ceases to be
effective prior to the end of the Shelf Registration Period (except as
permitted in paragraph (b) of this Section 7); (B) such Shelf
Registration Statement or the related Prospectus ceases to be useable
in connection with resales of Notes or Exchange Notes, as the case may
be, covered by such Shelf Registration Statement prior to the end of
the Shelf Registration Period (except as permitted in paragraph (b) of
this Section 7) because (1) the Company determines that any event
occurs as a result of which the related Prospectus forming part of
such Shelf Registration Statement would include any untrue statement
of a material fact or omit to state any material fact necessary to
make the statements therein in the light of the circumstances under
which they were made not misleading, (2) the Company determines that
it shall be necessary to amend such Shelf Registration Statement, or
supplement the related Prospectus, to comply with the Act or the
Exchange Act or the rules thereunder, or (3) the Company determines
that it is advisable to suspend use of the Prospectus for a discrete
period of time due to pending material corporate developments or
similar material events that have not yet been publicly disclosed and
as to which the Company believes public disclosure will be prejudicial
to the Company.
Liquidated Damages shall accrue on the applicable Notes or the
applicable Exchange Notes, as the case may be, over and above the interest rate
set forth in the title to the applicable Notes or the applicable Exchange Notes,
as the case may be, following the occurrence of each Registration Default set
forth in clauses (i) and (ii) above from and including the next day following
each such Registration Default, in each case at a rate equal to 0.25% per annum;
provided, however, that in any case, if one or more Registration Defaults
-------- -------
referred to in Section 7(a)(iii) occurs and continues for more than 60 days
(whether or not consecutive) in any twelve month period (the 61st day being
referred to as the "Default Day") then from the Default Day until the earlier of
(i) the date such Shelf Registration Statement is again deemed effective or is
useable, (ii) the date that is the second anniversary of the Closing Date (or,
if Rule 144(k) of the Act is amended to provide a shorter restrictive period,
such shorter period) or (iii) the date of which all the Notes are sold pursuant
to such Shelf Registration Statement, Liquidated Damages shall accrue at a rate
of 0.25% per annum; provided, further, that the aggregate amount of Liquidated
-------- -------
Damages payable pursuant to this Section 7 will in no event exceed 0.25% per
annum. The Liquidated Damages attributable to each Registration Default shall
cease to accrue from the date such Registration Default is cured.
(b) A Registration Default referred to in Section 7(a)(iii) shall be
deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related Prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Holders to use the related Prospectus or
16
(y) the occurrence of other material events or developments with respect to the
Company that would need to be described in such Registration Statement or the
related Prospectus and (ii) in the case of clause (y), the Company is proceeding
promptly and in good faith to amend or supplement such Registration Statement
and related Prospectus to describe such events.
(c) Any amounts of Liquidated Damages due pursuant to the foregoing
paragraphs will be payable in cash on March 1 and September 1 of each year to
the holders of record on the preceding February 15 and August 15, respectively.
8. Miscellaneous.
-------------
(a) No Inconsistent Agreements. The Company has not, as of the date
--------------------------
hereof, entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to the Notes that is inconsistent with the rights granted
to the Holders herein or otherwise conflicts with the provisions hereof.
(b) Amendments and Waivers. The provisions of this Agreement,
----------------------
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the Holders of at least a majority of the then outstanding aggregate
principal amount of each Series of Notes (or, after the consummation of any
Exchange Offer in accordance with Section 2 hereof, of each Series of Exchange
Notes); provided, however, that, with respect to any matter that affects the
-------- -------
rights of any Purchaser hereunder, the Company shall obtain the written consent
of the Purchasers. Notwithstanding the foregoing (except the foregoing proviso),
a waiver or consent to departure from the provisions hereof with respect to a
matter that relates exclusively to the rights of Holders whose Notes are being
sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by the Holders of a
majority of each Series of Notes, determined on the basis of Notes being sold
rather than registered under such Registration Statement.
(c) Notices. All notices and other communications provided for or
-------
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier, or air courier guaranteeing overnight delivery:
(1) if to a Holder, at the most current address given by such Holder
to the Company in accordance with the provisions of this Section 8(c),
which address initially is, with respect to each Holder, the address of
such Holder maintained by the Registrar under the Indenture, with a copy in
like manner to Salomon Brothers;
(2) if to you, initially at the address set forth in the Purchase
Agreement; and
(3) if to the Company, initially at the address set forth in the
Purchase Agreement.
17
All such notices and communications shall be deemed to have been duly
given when received.
The Purchasers or the Company by notice to the other may designate
additional or different addresses for subsequent notices or communications.
(d) Successors and Assigns. This Agreement shall inure to the benefit
----------------------
of and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Notes and/or Exchange Notes. The Company
hereby agrees to extend the benefits of this Agreement to any Holders of Notes
and/or Exchange Notes and any such Holder may enforce the provisions of this
Agreement as if an original party hereto.
(e) Counterparts. This Agreement may be executed in any number of
------------
counterparts and by the parties hereto in separate counterparts, each of which
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
(f) Headings. The headings in this Agreement are for convenience of
--------
reference only and shall not limit or otherwise affect the meaning hereof.
(g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
-------------
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.
(h) Severability. In the event that any one or more of the provisions
------------
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.
(i) Securities Held By the Company, etc. Whenever the consent or
-----------------------------------
approval of Holders of a specified percentage of principal amount of Notes or
Exchange Notes is required hereunder, Notes or Exchange Notes, as applicable,
held by the Company or their respective Affiliates (other than subsequent
Holders of Notes or Exchange Notes if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Notes or Exchange Notes)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.
18
Please confirm that the foregoing correctly sets forth the agreement
among the Company and you.
Very truly yours,
McKESSON CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President, Finance
Accepted, February 24, 1998
SALOMON BROTHERS INC
BANCAMERICA ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
By: SALOMON BROTHERS INC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name:
Title:
ANNEX A
Annex A
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Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Exchange Offers must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. Each Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Notes received in exchange for Notes acquired by such
broker-dealer as a result of market-making activities or other trading
activities. The Company has agreed that, ending on the close of business on the
180th day following the Expiration Date (as defined herein), it will make this
Prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution."
ANNEX B
▇▇▇▇▇ ▇
-------
Each broker-dealer that receives Exchange Notes for its own account in
exchange for Notes, where such Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such Exchange
Notes. See "Plan of Distribution."
ANNEX C
Plan of Distribution
--------------------
Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Exchange Offers must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Notes received in
exchange for Notes where such Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities. The Company has
agreed that, starting on the applicable Expiration Date and ending on the close
of business on the 180th day following such Expiration Date, it will make this
Prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale. In addition, until 199 , all dealers
effecting transactions in the Exchange Notes may be required to deliver a
prospectus.
The Company will not receive any proceeds from any sale of Exchange
Notes by broker-dealers. Exchange Notes received by broker-dealers for their own
account pursuant to the Exchange Offers may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or at negotiated prices. Any such
resale may be made directly to purchasers or to or through brokers or dealers
who may receive compensation in the form of commissions or concessions from any
such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-
dealer that resells Exchange Notes that were received by it for its own account
pursuant to the Exchange Offers and any broker or dealer that participates in a
distribution of such Exchange Notes may be deemed to be an "underwriter" within
the meaning of the Act and any profit of any such resale of Exchange Notes and
any commissions or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act. Each Letter of Transmittal
states that by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
For a period of 180 days after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the applicable Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Exchange Offers (including the expenses of any Special
Counsel for the holders of the Notes) other than commissions or concessions of
any brokers or dealers and will indemnify the holders of the Notes (including
any broker-dealers) against certain liabilities, including liabilities under the
Securities Act.
[If applicable, add information required by Regulation S-K Items 507
and/or 508.]
ANNEX D
Rider A
-------
CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name:________________________________________________________________________
Address:______________________________________________________________________
______________________________________________________________________
Rider B
-------
If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Notes, it represents that the Notes to
be exchanged for Exchange Notes were acquired by it as a result of market-making
activities or other trading activities and acknowledges that it will deliver a
prospectus in connection with any resale of such Exchange Notes; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Act.
ANNEX E
FORM OF LETTER TO BE PROVIDED BY ISSUER TO
THE DEPOSITORY TRUST COMPANY
McKesson Corporation
McKesson Plaza
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
___________________, 1998
The Depository Trust Company
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel's Office
Ladies and Gentlemen:
We refer to the Letter of Representations, dated , 1998 (the
"Letter of Representations"), from McKesson Corporation (the "Issuer") and The
First National Bank of Chicago, as trustee (the "Trustee") to the Depository
Trust Company ("DTC") regarding the Issuer's 6.30% Notes due March 1, 2005 and
6.40% Notes due March 1, 2008 (the "Old Securities"). The CUSIP numbers of the
Old Securities are and , respectively, for qualified
institutional buyers, and , respectively, for buyers who
were sold Old Securities in compliance with Regulation S under the Securities
Act of 1933, as amended and and , respectively, for
institutional accredited investors. The Issuer and the Trustee hereby agree and
notify DTC that as of , 1998, the Securities and Exchange
Commission declared effective a Registration Statement (File No. )
with respect to an offering of the Issuer's % Exchange Notes due
, 2005 and % Exchange Notes due , 2008 (the "New Securities")
(CUSIP Nos. and , respectively) in exchange for the Old
Securities. Following the consummation of the exchange offer and the
cancellation of the global securities representing the Old Securities, the
Issuer and the Trustee agree that, with the exception of the Representations for
Rule 144A Securities attached thereto, the Letter of Representations and any
applicable riders thereto shall remain in full force and effect with respect to
the New Securities.
Very Truly yours.
McKESSON CORPORATION
By: __________________________________
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By: __________________________________
Name:
Title:
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By: __________________________________
Name:
Title: