Third Amendment to the Third Amended and Restated Receivables Purchase Agreement



 Exhibit 10.1 
 THIRD AMENDMENT 
 TO THE 
 THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT 
 This THIRD AMENDMENT TO THE THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of November 10, 2009 (this
“Amendment”), is among: 
 (i) CARDINAL HEALTH FUNDING, LLC, a Nevada limited liability company (the
“Seller”); 
 (ii) GRIFFIN CAPITAL, LLC, a Nevada limited liability company (“Griffin” and,
together with the Seller, the “Seller Parties” and each, a “Seller Party”); 
 (iii) RANGER
FUNDING COMPANY LLC (“Ranger”), as a Conduit; 
 (iv) BANK OF AMERICA, N.A. (“BofA”), as the
Related Financial Institution for Ranger and as the Managing Agent for Ranger’s Purchaser Group; 
 (v) WINDMILL FUNDING
CORPORATION (“Windmill”), as a Conduit; 
 (vi) THE ROYAL BANK OF SCOTLAND PLC (as successor to ABN AMRO Bank
N.V.) (“RBS”), as the Related Financial Institution for Windmill and as the Managing Agent for Windmill’s Purchaser Group; 
 (vii) ATLANTIC ASSET SECURITIZATION LLC (“Atlantic”), as a Conduit; 
 (viii) CALYON NEW YORK BRANCH (“Calyon”), as the Related Financial Institution for Atlantic and as the Managing Agent for Atlantic’s Purchaser Group; 
 (ix) VICTORY RECEIVABLES CORPORATION (“Victory”), as a Conduit; and 
 (x) THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (“BTMUNY”), as the Related Financial Institution for Victory,
as Managing Agent for Victory’s Purchaser Group and as the Agent (in such capacity, the “Agent”). 
 Capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in the Receivables Purchase Agreement (as defined below). 
 PRELIMINARY STATEMENTS 
 WHEREAS, the parties hereto are parties to that certain Third
Amended and Restated Receivables Purchase Agreement, dated as of November 19, 2007 (as amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”); 
 WHEREAS, the parties hereto desire to amend the Receivables Purchase Agreement as set forth herein; 
 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as
follows: 







 SECTION 1. Amendments to the Receivables Purchase Agreement. The Receivables Purchase Agreement is
amended as follows: 
 (a) The following new defined terms and definitions thereof are added to Exhibit I to the
Receivables Purchase Agreement in appropriate alphabetical order: 
 “Contractual Dilution
Reserve” means, as of any date of determination and with respect to the Receivables of any Obligor, the aggregate amount of any reserves or liabilities maintained on the Seller’s books and records in accordance with generally accepted
accounting principles and the Credit and Collection Policy for, or in anticipation of, volume rebates, flat fee rebates, performance-to-plan rebates, cost-plus-zero program rebates or similar rebates affecting or to affect the Receivables of such
Obligor as reported on (i) prior to the Amortization Date, the most recently delivered Monthly Report, Weekly Report or Daily Report, as the case may be, or (ii) at any time on or after the Amortization Date, as reported on the last
Monthly Report, Weekly Report or Daily Report delivered prior to the Amortization Date. 
 “Excluded
Contractual Dilution” means any amounts that would otherwise be included in clause (i)(x) of “Deemed Collections” that result from volume rebates, flat fee rebates, performance-to-plan rebates, cost-plus-zero program
rebates or similar rebates affecting the Receivables of any Obligor during any period solely to the extent that such amounts do not, in the aggregate, exceed the Contractual Dilution Reserve for such Obligor and such period; provided,
however, that on and after the Amortization Date, “Excluded Contractual Dilution” shall mean any amounts that would otherwise be included in clause (i)(x) of “Deemed Collections” that result from volume rebates,
flat fee rebates, performance-to-plan rebates, cost-plus-zero program rebates or similar rebates affecting the Receivables of any Obligor since the Amortization Date solely to the extent that such amounts do not, in the aggregate, exceed the
Contractual Dilution Reserve for such Obligor and determined pursuant to clause (ii) of “Contractual Dilution Reserve”. 
 (b) The definition of “Deemed Collections” set forth in Exhibit I of the Receivables Purchase Agreement is replaced in its entirety with the following: 
 “Deemed Collections” means the aggregate of all amounts Seller shall have been deemed to have received as a
Collection of a Receivable. Seller shall be deemed to have received a Collection in full of a Receivable if at any time (i) the Outstanding Balance of any such Receivable is either (x) reduced as a result of defective or rejected goods or
services, any discount or any negative adjustment or otherwise by Seller (other than cash Collections on account of the Receivables); provided, however, that this clause (i)(x) shall exclude any Excluded Contractual Dilutions, or
(y) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), (ii) any of the representations or warranties in
Article V are no longer true with respect to any Receivable or (iii) any Receivable is restructured into a Note Receivable. 
 (c) The definition of “Liquidity Termination Date” set forth in Exhibit I of the Receivables Purchase Agreement is amended by replacing the date “November 12, 2009” where
it appears therein with the date “November 9, 2010”. 
 (d) The definition of “Net Receivables
Balance” set forth in Exhibit I of the Receivables Purchase Agreement is replaced in its entirety with the following: 
 “Net Receivables Balance” means, at any time, the aggregate Outstanding Balance of all Receivables that are Eligible Receivables at such time reduced by (i) the aggregate amount by
which the Outstanding Balance of all Receivables that are Eligible Receivables of each Obligor and its Affiliates exceeds the Concentration Limit for such Obligor and (ii) the aggregate Contractual Dilution Reserves for all Eligible Receivables
of all Obligors. 
  

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 (e) The wiring instructions for Victory Receivables Corporation set forth in Schedule
A of the Receivables Purchase Agreement are replaced in their entirety with the following: 
 TO: DEUTSCHE BANK TRUST
COMPANY AMERICAS, NEW YORK, NY 
 ABA NO.: 021-001-033 
 A/C NO.: 01-41-9647 
 BENEFICIARY: TRUST AND SECURITIES SERVICES 
 PAYMENT DETAILS: PORT VICTORY.20 
 Ref: VICTORY RECEIVABLES / CARDINAL HEALTH 
 SECTION 2. Representations and Warranties. 
 On the date hereof, each Seller Party and the Performance
Guarantor hereby represents and warrants (as to itself) to the Purchasers, the Managing Agents, the Agent and, in the case of the representations and warranties made by the Performance Guarantor, the Seller that: 
 (a) after giving effect to this Amendment, no event or condition has occurred and is continuing which constitutes an Amortization Event or
Potential Amortization Event; 
 (b) after giving effect to this Amendment, the representations and warranties of such Person
set forth in the Receivables Purchase Agreement and each other Transaction Document are true and correct as of the date hereof, as though made on and as of such date (except to the extent such representations and warranties relate solely to an
earlier date and then as of such earlier date); and 
 (c) this Amendment constitutes the valid and binding obligation of such
Person, enforceable against such Person in accordance with its terms. 
 SECTION 3. Conditions to Effectiveness. 
 This Amendment shall become effective as of the date hereof upon satisfaction of all the following conditions precedent: 
 (a) receipt by the Agent of counterparts of this Amendment, duly executed by each of the parties hereto; 
 (b) receipt by each Financial Institution of such Financial Institution’s “Amendment Fee” paid in full in accordance with
Amendment Fee Letter dated the date hereof and by and among the parties hereto; and 
 (c) receipt by each Conduit (or its
Managing Agent on its behalf), to the extent required under the documents governing such Conduit’s Commercial Paper program, of confirmations from each applicable Rating Agency that this Amendment and the transactions contemplated hereby will
not cause such Rating Agency to reduce or withdraw its rating (if any) on such Conduit’s Commercial Paper. 
 SECTION 4. Counterparts;
Delivery. 
 This Amendment may be executed in any number of counterparts and by different parties on separate counterparts,
and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic
means shall be effective as delivery of a manually executed counterpart of this Amendment. 
  

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 SECTION 5. Effect of Amendment; Ratification. 
 Except as specifically amended hereby, the Receivables Purchase Agreement is hereby ratified and confirmed in all respects, and all of its
provisions shall remain in full force and effect. After this Amendment becomes effective, all references in the Receivables Purchase Agreement (or in any other Transaction Document) to “the Receivables Purchase Agreement”, “this
Agreement”, “hereof”, “herein”, or words of similar effect, in each case referring to the Receivables Purchase Agreement, shall be deemed to be references to the Receivables Purchase Agreement as amended hereby. This
Amendment shall not be deemed to expressly or impliedly waive, amend, or supplement any provision of the Receivables Purchase Agreement other than as specifically set forth herein. 
 SECTION 6. GOVERNING LAW. 
 THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS. 
 SECTION 7. Section Headings. 
 The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this
Amendment or the Receivables Purchase Agreement or any provision hereof or thereof. 
 [Signatures pages follow.]

  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

			
	 CARDINAL HEALTH FUNDING, LLC,
 as Seller

		
	By:	 	     /s/ Lloyd Fort

	Name:	 	Lloyd Fort
	Title:	 	President
	
	 GRIFFIN CAPITAL, LLC,
 as Servicer

		
	By:	 	     /s/ Lloyd Fort

	Name:	 	Lloyd Fort
	Title:	 	President
	
	 RANGER FUNDING COMPANY LLC,
 as a Conduit

		
	By:	 	     /s/ Doris J. Hearn

	Name:	 	Doris J. Hearn
	Title:	 	Vice President
	
	 BANK OF AMERICA, N.A.,
 as Related Financial Institution for Ranger

		
	By:	 	     /s/ William Van Beek

	Name:	 	William Van Beek
	Title:	 	Principal
	
	 BANK OF AMERICA, N.A.,
 as Managing Agent for Ranger’s Purchaser Group

		
	By:	 	     /s/ William Van Beek

	Name:	 	William Van Beek
	Title:	 	Principal
	
	 WINDMILL FUNDING CORPORATION,
 as a Conduit

		
	By:	 	     /s/ Jill A. Russo

	Name:	 	Jill A. Russo
	Title:	 	Vice President


  

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	 THE ROYAL BANK OF SCOTLAND PLC,
 as Related Financial Institution for Windmill

		
		 	    By: RBS Securities Inc., as agent
		
	By:	 	     /s/ David Viney

	Name:	 	David Viney
	Title:	 	Managing Director
	
	 THE ROYAL BANK OF SCOTLAND PLC,
 as Managing Agent for Windmill’s Purchaser Group

		
		 	    By: RBS Securities Inc., as agent
		
	By:	 	     /s/ David Viney

	Name:	 	David Viney
	Title:	 	Managing Director
	
	 ATLANTIC ASSET SECURITIZATION LLC,
 as a Conduit

		
	By:	 	     /s/ Sam Pilcer

	Name:	 	Sam Pilcer
	Title:	 	Managing Director
		
	By:	 	     /s/ Kostantina Kourmpetis

	Name:	 	Kostantina Kourmpetis
	Title:	 	Managing Director
	
	 CALYON NEW YORK BRANCH,
 as Related Financial Institution for Atlantic

		
	By: :	 	     /s/ Sam Pilcer

	Name:	 	Sam Pilcer
	Title:	 	Managing Director
		
	By:	 	     /s/ Kostantina Kourmpetis

	Name:	 	Kostantina Kourmpetis
	Title:	 	Managing Director
	
	 CALYON NEW YORK BRANCH,
 as Managing Agent for Atlantic’s Purchaser Group

		
	By: :	 	 /s/ Sam Pilcer

	Name:	 	Sam Pilcer
	Title:	 	Managing Director


  

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	By:	 	     /s/ Kostantina Kourmpetis

	Name:	 	Kostantina Kourmpetis
	Title:	 	Managing Director
	
	 VICTORY RECEIVABLES CORPORATION,
 as a Conduit

		
	By:	 	     /s/ Frank B. Bilotta

	Name:	 	Frank B. Bilotta
	Title:	 	President
	
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
NEW YORK BRANCH,
 as Related Financial Institution for Victory

		
	By:	 	     /s/ Victor Pierzchalski

	Name:	 	Victor Pierzchalski
	Title:	 	Authorized Signatory
	
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
NEW YORK BRANCH,
 as Managing Agent for Victory’s Purchaser Group

		
	By:	 	     /s/ Aditya Reddy

	Name:	 	Aditya Reddy
	Title:	 	VP & Manager
	
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
NEW YORK BRANCH,
 as Agent

		
	By:	 	     /s/ Aditya Reddy

	Name:	 	Aditya Reddy
	Title:	 	VP & Manager


  

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