First Amendment to the Third Amended and Restated Receivables Purchase Agreement


 Exhibit 10.1 
 EXECUTION COPY 
 FIRST AMENDMENT 
 TO THE 
 THIRD AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT 
 This FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of
November 13, 2008 (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) VICTORY RECEIVABLES CORPORATION
(“Victory”), as a Conduit; and 
 (viii) 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 RPA (as defined below). 
 PRELIMINARY STATEMENTS 
 WHEREAS, on
November 19, 2007, the Seller Parties, Variable Funding Capital Company, LLC (“VFCC”), as a Conduit, Wachovia Bank, National Association (“Wachovia”), as the Related Financial Institution for VFCC, Wachovia
Capital Markets, LLC (“WCM”), as initial Agent, Victory, as a Conduit, BTMUNY, as the Related Financial Institution for Victory and as the Managing Agent for Victory’s Purchaser Group, Windmill, as a Conduit, and RBS, as the
Related Financial Institution for Windmill and as the Managing Agent for Windmill’s Purchaser Group, entered into that certain Third Amended and Restated Receivables Purchase Agreement (as amended, restated, supplemented or otherwise modified
from time to time, the “RPA”); 






 WHEREAS, immediately prior to the effectiveness of this Amendment, the parties hereto, VFCC, Wachovia and
WCM entered into that certain Assignment and Assumption Agreement, dated as of the date hereof (the “Assignment and Assumption Agreement”), pursuant to which and on the terms and subject to the conditions set forth therein
(i) VFCC assigned all of its rights and obligations as a Conduit under the RPA to Ranger, (ii) Wachovia assigned all of its rights and obligations as a Financial Institution under the RPA to BofA, (iii) Ranger and BofA appointed BofA
as the Managing Agent for their Purchaser Group, (iv) WCM ceased to be the Agent and (v) the remaining Purchasers and Managing Agents appointed BTMUNY as Agent; and 
 WHEREAS, the parties hereto desire to amend the RPA 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 RPA. The RPA is amended as follows: 
 (a) Each reference in the RPA (and
in any other Transaction Document) to WCM, acting in its capacity as Agent, is replaced with a reference to BTMUNY, acting in its capacity as Agent. 
 (b) Each reference in the RPA (and in any other Transaction Document) to ABN AMRO Bank N.V. (whether by reference to its full name or to “ABN”) is replaced with a reference to The Royal Bank of Scotland plc
or “RBS”, as applicable. In addition, the defined terms “ABN” and “ABN Conduit” and the definitions thereof set forth in Exhibit I to the RPA are replaced with the following, respectively, and moved
to appropriate alphabetical order: 
 “RBS” means The Royal Bank of Scotland plc, a limited liability company
incorporated in Great Britain and registered under the laws of Scotland (as successor to ABN AMRO Bank N.V.), and its successors. 
 “RBS Conduit” means Windmill Funding Corporation and its successors. 
 (c) Section 1.2 of the RPA is
amended by deleting the phrase “the Agent will promptly notify the Wachovia Conduit of such Purchase Notice,” and the phrase “the Agent shall send notice of the proposed Incremental Purchase to the Wachovia Conduit’s Related
Financial Institutions and/or” where they appear therein. 
 (d) Section 1.3 of the RPA is amended by deleting the phrase
“and the Agent will promptly notify each Purchaser in the Wachovia Conduit’s Purchaser Group of such Reduction Notice after the Agent’s receipt thereof” where it appears therein. 
 (e) Section 1.4 of the RPA is replaced in its entirety with the following: 
 Section 1.4 Payment Requirements. All amounts to be paid or deposited by any Seller Party pursuant to any provision of this
Agreement or any other Transaction Documents shall be paid or deposited (or such Seller Party shall initiate a payment or deposit and, if requested, will provide the Agent or any 

  

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Managing Agent the related wire confirmation number) in accordance with the terms hereof no later than 12:00 noon (New York time) on the day when due in
immediately available funds, and if not received (or if such payment or deposit is not initiated) before 12:00 noon (New York time) shall be deemed to be received on the next succeeding Business Day. If such amounts are payable to a Purchaser, they
shall be paid to such Purchaser by wire transfer of immediately available funds in accordance with the “Wiring Instructions” specified for such Purchaser on Schedule A or in accordance with such other wiring instructions specified
by such Purchaser (or its Managing Agent) in writing to each other party hereto. If such amounts are payable to the Agent, they shall be paid to the Agent with the “Wiring Instructions” specified for the Agent on Schedule A or in
accordance with such other wiring instructions specified by the Agent in writing to each other party hereto. All computations of Yield, per annum fees or discount calculated as part of any CP Costs, per annum fees hereunder and per annum fees under
any Fee Letter shall be made on the basis of a year of 360 days for the actual number of days elapsed. If any amount hereunder or under any other Transaction Document shall be payable on a day which is not a Business Day, such amount shall be
payable on the next succeeding Business Day. 
 (f) Sub-clause (a) in the first paragraph of Section 6.2 of the RPA
is replaced in its entirety with the following: “(a) in the case of each such Incremental Purchase or Reinvestment, Servicer shall have delivered to the Agent and each Managing Agent on or prior to the date of such purchase, in form and
substance satisfactory to the Agent and such Managing Agent, all Monthly Reports as and when due under Section 8.5 and all Weekly Reports and Daily Reports, if required, as and when due under Section 8.5;”. 

(g) Section 7.1(j)(i) of the RPA is amended by deleting existing sub-clause (C) thereof in its entirety and renumbering
existing sub-clauses (D), (E) and (F) thereof as sub-clauses (C), (D) and (E), respectively. 
 (h) Section 8.5(b) of the RPA is replaced in its entirety with the following: 
 (b) If on any date, less than two of S&P, Moody’s and Fitch are then maintaining senior unsecured long-term debt ratings on Cardinal of at least BBB- (as determined by S&P and Fitch) or Baa3 (as determined by Moody’s),
then the Servicer shall prepare and forward to the Agent and each Managing Agent on the Tuesday of each week thereafter for the immediately preceding calendar week, a Weekly Report with respect to the calendar week most recently ended, which report
shall be in addition to any required or requested Monthly Report. If on any date, less than two of S&P, Moody’s and Fitch are then maintaining senior unsecured long-term debt ratings on Cardinal of at least BB (as determined by S&P and
Fitch) or Ba2 (as determined by Moody’s), the Servicer shall prepare and forward to the Agent and each Managing Agent on each Business Day thereafter, a Daily Report with respect to the immediately preceding Business Day or such other Business
Day determined by the Agent, which report shall be in addition to any required or requested Monthly Report. 
  

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 (i) Section 9.1(g)(i) of the RPA is replaced in its entirety with the following: 

(i) (x) the Collections-to-Sales Ratio for such calendar month shall be less than 75% or (y) the Collections-to-Sales Ratios for
each of such calendar month and the immediately preceding calendar month shall be less than 80%; or 
 (j) Section 10.2 of the
RPA is replaced in its entirety with the following: 
 Section 10.2 Increased Cost and Reduced Return; Accounting
Based Consolidation Events. 
 (a) If any Funding Source shall be charged any fee, expense or increased cost on account of
the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or
administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any
request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding
Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for
changes in the rate of tax on the overall net income of a Funding Source) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or
for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations
under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a
Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller will pay to the Agent, for the benefit of the relevant Funding Source,
such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction, provided, however, that such fee, expense or increased cost is applicable generally to the class of
institutions of which such Funding Source is a member. For the avoidance of doubt, if FASB Interpretation No. 46R, or any other change in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or
requires the consolidation of all or a portion of the assets and liabilities of any Conduit or Seller with the assets and liabilities of any Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for
reimbursement under this Section 10.2(a). 
  

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 (b) Without limiting the generality of the forgoing clause (a), if after the date
hereof, any Accounting Based Consolidation Event shall occur which is not the result of a Regulatory Change, then, upon demand by the Agent, Seller shall pay to the Agent, for the benefit of the relevant Funding Source, such amounts as such Funding
Source reasonably determines will compensate or reimburse such Funding Source for any resulting (i) fee, expense or increased cost charged to, incurred or otherwise suffered by such Funding Source, (ii) reduction in the rate of return on
such Funding Source’s capital or reduction in the amount of any sum received or receivable by such Funding Source, or (iii) internal capital charge or other imputed cost determined by such Funding Source to be allocable to Seller or the
transactions contemplated in this Agreement in connection therewith; provided, however, that in no event may any Funding Source (or the Agent on its behalf) claim or receive reimbursement or compensation for amounts under this
Section 10.2(b) that would result in its total compensation (inclusive of Yield and fees) exceeding the total compensation that would have been payable to such Funding Source immediately prior to such Accounting Based Consolidation Event
if it were a Related Financial Institution purchasing or committing to purchase Purchaser Interests pursuant to Section 1.2 of this Agreement. For the avoidance of doubt, the limitation set forth in the foregoing proviso shall not
be construed to limit any Funding Source’s right to payment pursuant to Section 10.2(a) above. Amounts payable by Seller under this Section 10.2(b) may be demanded at any time without regard to the timing of issuance of
any financial statement by any Conduit or by any Funding Source. 
 (k) Sub-clause (iii) of Section 12.1(b) of the
RPA is replaced in its entirety with the following: “(iii) be approved by Seller (such approval not to be unreasonably withheld or delayed); provided, however, that no such approval of the Seller shall be required (A) in the
case of an assignment by an Affected Financial Institution pursuant to Section 12.1(c), (B) in the event that Seller does not approve of the proposed Purchasing Financial Institution and Seller, the Agent, such Conduit and the
selling Financial Institution fail to agree on an alternative funding entity within 15 days after the selling Financial Institution gives notice pursuant to this Section 12.1(b) of the proposed assignment or (C) if an Amortization
Event or a Potential Amortization Event shall have occurred and is continuing.” 
 (l) Section 13.1 of the RPA is amended by
deleting the parenthetical “(other than the Wachovia Conduit’s Purchaser Group)” where it appears therein. 
 (m)
Section 14.1(b)(i) of the RPA is amended by replacing sub-clause (G) thereof in its entirety with “(G) change the definition of “Eligible Receivable,” “Loss Reserve,” “Dilution Reserve,”
“Carrying Cost Reserve,” “Aggregate Reserves,” “Dynamic Reserve” or “Reserve Floor”“. 
 (n)
Section 14.5(b) of the RPA is amended by replacing the reference to “Wachovia” where it appears therein with a reference to “the Agent”. 
  


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 (o) Section 14.13 of the RPA is replaced in its entirety with the following: 
 Section 14.13 Agent Roles. In addition to its role as Agent pursuant to Article XI, each of the Purchasers and Managing
Agents acknowledges that the Person acting as Agent (or any Affiliate thereof) acts, or may in the future act, (i) as a Financial Institution or a Managing Agent party hereto, (ii) as administrative agent (or in a similar capacity) for a
Conduit, Financial Institution or Managing Agent from time to time party hereto or for any other Person, (iii) as issuing and paying agent for certain Commercial Paper, (iv) to provide credit or liquidity enhancement for the timely payment
for certain Commercial Paper and (v) to provide other services from time to time for a Conduit, Financial Institution or Managing Agent from time to time party hereto or for any other Person (collectively, the “Agent Roles”).
Without limiting the generality of this Section 14.13, each Purchaser and each Managing Agent hereby acknowledges and consents to any and all Agent Roles and agrees that in connection with any Agent Role, the Person acting as Agent may
take, or refrain from taking, any action that it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for a Conduit party hereto. 
 (p) The following defined terms and the definitions thereof set forth in Exhibit I to the RPA are deleted therefrom in their entirety: 

(i) “Interim Monthly Report”; 
 (ii) “Net Dilution Percentage”; 
 (iii) “JPMC CHI Account”; 
 (iv) “Servicing Reserve”; 
 (v) “Wachovia”; 
 (vi) “Wachovia Bank”; and 
 (vii) “Wachovia Conduit”. 
 (q) The following new defined terms and definitions thereof are
added to Exhibit I to the RPA in appropriate alphabetical order: 
 “Accounting Based Consolidation
Event” means the consolidation, for financial and/or regulatory accounting purposes, of all or any portion of the assets and liabilities of any Conduit that are subject to this Agreement or any other Transaction Document with all or any
portion of the assets and liabilities of any Funding Source. An Accounting Based Consolidation Event shall be deemed to occur on the date any Funding Source shall acknowledge in writing that any such consolidation of the assets and liabilities of a
Conduit shall occur. 
 “BofA” means Bank of America, N.A. and its successors. 
 “BofA Conduit” means Ranger Funding Company LLC and its successors. 
  

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 “Carrying Cost Reserve” means, on any date of determination, an amount
equal to the sum of (a) all accrued and unpaid Conduit Costs, Yield and fees and any other amounts payable by the Seller under the Fee Letters plus (b) the product of (i) the Carrying Cost Reserve Percentage multiplied by
(ii) the Net Receivables Balance as of the close of business of the Servicer on such date. 
 “Carrying Cost
Reserve Percentage” means, on any date of determination, a fraction (expressed as a percentage) (a) the numerator of which is the product of (i) 2.25 multiplied by (ii) the sum of (x) the Prime Rate then in effect plus
(y) 5.00% multiplied by (iii) Days Sales Outstanding and (b) the denominator of which is 360. 
 “Days
Sales Outstanding” means, on any date of determination, an amount (expressed in days) equal to the product of (a) the amount obtained by dividing (i) the aggregate Outstanding Balance of all Receivables as of the last day of the
most recently ended calendar month by (ii) the aggregate Outstanding Balance of all Receivables that were originated during such calendar month multiplied by (b) 30. 
 “Dynamic Reserve” means, on any date of determination, an amount equal to the sum of (i) the Dilution Reserve plus
(ii) the Loss Reserve. 
 “Loss Stress Factor” means, at any time, the “Loss Stress Factor”
set forth in the table below corresponding to the Ratings Level in effect at such time and set forth in the table below. 
  

			
	 Ratings Level
	  	Loss Stress
Factor
	 Ratings Level 1
	  	2.25
	 Ratings Level 2
	  	2.25
	 Ratings Level 3
	  	2.50
	 Ratings Level 4
	  	2.50

 “Reserve Floor” means, on any date of determination, an amount
equal to the product of (i) the Reserve Floor Percentage multiplied by (ii) the Net Receivables Balance as of the close of business of the Servicer on such date. 
 “Reserve Floor Percentage” means, on any date of determination, a percentage equal to the sum of (i) 21% plus
(ii) the product of (x) the Expected Dilution Ratio multiplied by (y) the Dilution Horizon Ratio. 
 (r) The definition of
“Aggregate Reserves” set forth in Exhibit I to the RPA is replaced in its entirety with the following: 
  

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 “Aggregate Reserves” means, on any date of determination, an amount
equal to the sum of (i) the greater of (x) the Reserve Floor and (y) the Dynamic Reserve plus (ii) the Carrying Cost Reserve. 
 (s) The definition of “Applicable Margin” set forth in Exhibit I to the RPA is amended by replacing the percentage “0.425%” where it appears therein with the percentage “2.50%”. 
 (t) The definition of “Collection Account” set forth in Exhibit I to the RPA is replaced in its entirety with the following:

 “Collection Account” means each concentration account, depositary account, lock-box account or similar
account in which any Collections are collected or deposited, including, without limitation, any account established for the purposes of receiving Collections which are paid by automated clearing house (ACH) or wire transfer.

 (u) The definition of “Collection Account Disclosure Letter” set forth in Exhibit I to the RPA is replaced in its
entirety with the following: 
 “Collection Account Disclosure Letter” means that certain letter between the
Seller and the Agent dated November 13, 2008 identifying, among other things, the Collection Banks and the Collection Accounts. 
 (v)
The definition of “Default Fee” set forth in Exhibit I to the RPA is amended by replacing the percentage “2%” where it appears therein with the percentage “2.50%”. 
 (w) The definition of “Default Ratio” set forth in Exhibit I to the RPA is amended by replacing the phrase “the calendar
month three calendar months prior to such calendar month” where it appears in clause (ii) thereof with the phrase “the calendar month that is four calendar months prior to such calendar month”. 
 (x) The definition of “Dilution Horizon Ratio” set forth in Exhibit I to the RPA is replaced in its entirety with the following:

 “Dilution Horizon Ratio” means, as of the last day of any calendar month, a percentage equal to
(i) the sum of (x) the aggregate gross sales of the Originators during the calendar month then most recently ended plus (y) 33% of the aggregate gross sales of the Originators during the calendar month immediately preceding the
calendar month then most recently ended, divided by (ii) the Net Receivables Balance as of the last day of the most recently ended calendar month. 
 (y) The definition of “Dilution Reserve” set forth in Exhibit I to the RPA is amended by replacing the reference therein to “the Net Dilution Percentage” with “the Dilution
Percentage”. 
  

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 (z) The definition of “Dilution Stress Factor” set forth in Exhibit I to the RPA
is replaced in its entirety with the following: 
 “Dilution Stress Factor” means, at any time, the
“Dilution Stress Factor” set forth in the table below corresponding to the Ratings Level in effect at such time and set forth in the table below. 
  

			
	 Ratings Level
	  	Dilution Stress
Factor
	 Ratings Level 1
	  	2.25
	 Ratings Level 2
	  	2.25
	 Ratings Level 3
	  	2.50
	 Ratings Level 4
	  	2.50

 (aa) The definition of “Funding Source” set forth in Exhibit I to the RPA
is replaced in its entirety with the following: 
 “Funding Source” means with respect to any Conduit
(i) such Conduit’s Related Financial Institution(s), (ii) such Conduit’s related Managing Agent, (iii) any insurance company, bank or other funding entity providing liquidity, credit enhancement or back-up purchase support
or facilities to such Conduit, (iv) any agent, administrator or manager of such Conduit and (v) any bank holding company related to any of the foregoing. 
 (bb) The definition of “LIBO Rate” set forth in Exhibit I to the RPA is replaced in its entirety with the following: 
 “LIBO Rate” means, with respect to any Tranche Period and any Purchaser, the sum of (i) (a) either (x) the
interest rate per annum designated as LIBOR for the Related Financial Institution for a period of time comparable to such Tranche Period that appears on the Reuters Screen LIBOR01 Page (or on any successor or substitute page thereof, or any
successor to or substitute for such service, providing rate quotations comparable to those currently provided on the Reuters Screen LIBOR01 Page, as determined by the related Managing Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) as of 11:00 a.m. (London, England time) on the second Business Day preceding the first day of such Tranche Period or (y) if a rate cannot be determined under clause
(x) above, a rate per annum equal to the average (for purposes of this clause (y), rounded upwards, if necessary, to the nearest one-hundredth of a percentage point) of the rates per annum at which deposits in U.S. dollars in the approximate
amount to be funded at the LIBO Rate and having a maturity equal to such Tranche Period are offered to the principal London office of such Related Financial Institution by three London banks, selected by such Related Financial Institution in good
faith, at about 11:00 a.m. London time on the second Business Day preceding the first day of such Tranche Period, divided by (b) one minus the maximum aggregate reserve 

  

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requirement (including all basic, supplemental, marginal or other reserves) which is imposed against such Related Financial Institution in respect of
Eurocurrency liabilities, as defined in Regulation D of the Board of Governors of the Federal Reserve System as in effect from time to time (expressed as a decimal), applicable to such Tranche Period, plus (ii) the Applicable Margin. The LIBO
Rate shall be rounded, if necessary, to the next higher  1/16 of 1%. 
 (cc) The definition of “Liquidity Termination Date” set forth in Exhibit I to the RPA is amended by replacing the date
“November 17, 2008” where it appears therein with the date “November 12, 2009”. 
 (dd) The definition of “Loss
Horizon Ratio” set forth in Exhibit I to the RPA is amended by replacing the words “the three most recently ended calendar months” where they appear in clause (i) thereof with “the four most recently ended
calendar months”. 
 (ee) The definition of “Loss Percentage” set forth in Exhibit I to the RPA is replaced in
its entirety with the following: 
 “Loss Percentage” means, at any time, a percentage equal to the product
of (i) Loss Stress Factor multiplied by (ii) the Loss Ratio multiplied by (iii) the Loss Horizon Ratio. 
 (ff) The definition
of “Prime Rate” set forth in Exhibit I to the RPA is amended by replacing the reference to “Wachovia Bank, N.A.” where it appears therein with a reference to “the Agent”. 
 (gg) The definition of “Required Notice Period” set forth in Exhibit I to the RPA is amended by replacing each reference to the
amount “$320,000,000” therein with a reference to the amount “$250,000,000”. 
 (hh) Each of Exhibit II,
Exhibit IX, Exhibit XI, Exhibit XII, Schedule A and Schedule C to the RPA is replaced in its entirety with new Exhibit II, Exhibit IX, Exhibit XI, Exhibit XII, Schedule A and
Schedule C, respectively, attached hereto. 
 SECTION 2. Representations and Warranties. 
 On the date hereof, each Seller Party hereby represents and warrants (as to itself) to the Purchasers, the Managing Agents and the Agent 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 Seller Party set forth in the
RPA 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 
  

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 (c) this Amendment constitutes the valid and binding obligation of such Seller Party, enforceable against
such Seller Party in accordance with its terms. 
 SECTION 3. Conditions to Effectiveness. 
 This Amendment shall become effective as of the date hereof upon (i) receipt by the Agent of counterparts of this Amendment, duly
executed by each of the parties hereto, (ii) receipt by the Agent of each other agreement, writing and opinion reliance letter listed on Exhibit A and (iii) receipt by each Managing Agent of the “Structuring Fee” payable
by the Seller to such Managing Agent’s Purchaser Group under such Purchaser Group’s Fee Letter (as amended and restated on the date hereof). 
 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. 
 SECTION 5.
Effect of Amendment; Ratification. 
 Except as specifically amended and waived hereby, the RPA 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 RPA (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 RPA, shall be deemed to be references to the RPA as amended hereby. This Amendment shall not be deemed to expressly or impliedly
waive, amend, or supplement any provision of the RPA 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 RPA 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/ Jeffery W. Proctor

	Name:	 	Jeffery W. Proctor
	Title:	 	President
	
	 GRIFFIN CAPITAL, LLC,
 as
Servicer

		
	By:	 	 /s/ Jeffery W. Proctor

	Name:	 	 Jeffery W. Proctor

	Title:	 	President


 First Amendment to the Third Amended and 
 Restated Receivables Purchase Agreement 
  

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	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/ Leif E. Rauer

	Name:	 	Leif E. Rauer
	Title:	 	Vice President
	
	 BANK OF AMERICA, N.A.,
 as Managing Agent for
Ranger’s Purchaser Group

		
	By:	 	 /s/ Leif E. Rauer

	Name:	 	Leif E. Rauer
	Title:	 	Vice President


 First Amendment to the Third Amended and 
 Restated Receivables Purchase Agreement 
  

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	WINDMILL FUNDING CORPORATION,
	as a Conduit
		
	By:	 	 /s/ Jill A. Russo

	Name:	 	Jill A. Russo
	Title:	 	Vice President
	
	 THE ROYAL BANK OF SCOTLAND PLC,
 as Related
Financial Institution for Windmill

			
		 	By:	 	Greenwich Capital Markets, 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:	 	Greenwich Capital Markets, Inc., as agent
		
	By:	 	 /s/ David Viney

	Name:	 	David Viney
	Title:	 	Managing Director


 First Amendment to the Third Amended and 
 Restated Receivables Purchase Agreement 
  

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	VICTORY RECEIVABLES CORPORATION,
	as a Conduit
		
	By:	 	 /s/ Louie E. Colby

	Name:	 	Louie E. Colby
	Title:	 	Vice 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/ Van Dusenbury

	Name:	 	Van Dusenbury
	Title:	 	Senior Vice President
	
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
 NEW
YORK BRANCH,
 as Agent

		
	By:	 	 /s/ Van Dusenbury

	Name:	 	Van Dusenbury
	Title:	 	Senior Vice President


 First Amendment to the Third Amended and 
 Restated Receivables Purchase Agreement 
  

 S-4 







 Acknowledged and Agreed to by: 
  

			
	 CARDINAL HEALTH, INC. , as
 Performance
Guarantor

		
	By:	 	 /s/ Linda S. Harty

	Name:	 	Linda S. Harty
	Title:	 	Executive Vice President and Treasurer

 First Amendment to the Third Amended and 
 Restated Receivables Purchase Agreement 
  

 S-5 







 EXHIBIT A 
 CLOSING INDEX 
 THE CARDINAL HEALTH FUNDING, LLC SECURITIZATION 
 RESTRUCTURING AND RENEWAL 
 Closing Date:
November 13, 2008 
 Parties & Abbreviations: 
  

			
	 BoA
	  	Bank of America, N.A.
	 BTMU
	  	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
	 Cardinal
	  	Cardinal Health, Inc., an Ohio corporation
	 Cardinal 2
	  	Cardinal Health 2, Inc.
	 CH-110
	  	Cardinal Health 110, Inc., a Delaware corporation
	 CH-411
	  	Cardinal Health 411, Inc., an Ohio corporation
	 Funding
	  	Cardinal Health Funding, LLC, a Nevada limited liability company
	 Griffin
	  	Griffin Capital, LLC, a Nevada limited liability company
	 JPM
	  	JPMorgan Chase Bank, N.A.
	 K&L
	  	Kolesar & Leatham, Chtd.
	 L&W
	  	Latham & Watkins LLP
	 MB
	  	Mayer Brown LLP
	 PNC
	  	PNC Bank, National Association
	 Ranger
	  	Ranger Funding Company LLC
	 RBS
	  	The Royal Bank of Scotland plc (as successor to ABN AMRO Bank N.V.)
	 VFCC
	  	Variable Funding Capital Company
	 Victory
	  	Victory Receivables Corporation
	 Wachovia
	  	Wachovia Bank, National Association
	 WCM
	  	Wachovia Capital Markets, LLC
	 Windmill
	  	Windmill Funding Corporation

  

 Ex. A-1 








			
	 Document
	  	 Signatures Needed

	 A. DOCUMENTS
	  	
	 1. Assumption and Assignment Agreement
	  	 Cardinal
 Griffin
 Funding
 VFCC
 Wachovia
 WCM
 Ranger

BoA
 Windmill
 RBS
 Victory
 BTMU

		
	 2. First Amendment to the Third Amended and Restated Receivables Purchase Agreement
	  	 Funding
 Griffin
 Ranger
 BoA
 Windmill
 RBS
 Victory

BTMU
 Cardinal

		
	 3. Reaffirmation of Performance Guaranty
	  	Cardinal
		
	 4. Assignment and Assumption of Deposit Account Control Agreement with Wachovia, Bank, National Association
	  	 Wachovia (as Depositary Bank)
 WCM
 BTMU

		
	 5. Deposit Account Control Agreement Assignment and Assumption Agreement relating to the Five Party Agreement Relating to Lockbox Services
with Bank of America, N.A.
	  	 WCM
 Funding
 Griffin
 BTMU
 BoA (as depositary bank)

		
	 6. Deposit Account Control Agreement Assignment, Assumption and Amendment Agreement relating to the Amended and Restated Collection Account
Agreement with PNC Bank, National Association
	  	 WCM
 Funding
 Griffin
 Cardinal
 CH-110
 PNC
 BTMU

		
	 7. Second Amendment to Cash Management Agreement
	  	 Cardinal
 Griffin
 CH-411
 CH-110
 Funding
 Cardinal 2
 BTMU
 RBS
 BoA


  

 Ex. A-2 








			
	 Document
	  	 Signatures Needed

	 8. Collection Account Disclosure Letter
	  	 Funding
 BTMU

		
	 9. Amended and Restated Fee Letter for BTMU and Victory
	  	 Funding
 BTMU
 Victory

		
	 10. Amended and Restated Fee Letter for RBS and Windmill
	  	 Funding
 RBS
 Windmill

		
	 11. Amended and Restated Fee Letter for BoA and Ranger
	  	 Funding
 BoA
 Ranger

		
	 12. Power of Attorney in favor of BTMU
	  	Funding
		
	 D. LEGAL OPINIONS
	  	
	 13. Reliance Letter by L&W
	  	L&W
		
	 14. Reliance Letter by K&L
	  	K&L
		
	 15. Reliance Letter(s) by Cardinal in house counsel
	  	 Cardinal’s In-House
 Counsel

		
	 E. CORPORATE DOCUMENTS AND CERTIFICATES
	  	
	 16. Secretary Certificate of Funding as to:
	  	Funding
	 a. Resolutions of the Board of Directors
	  	
	 b. Certificate of Incorporation
	  	
	 c. By-laws
	  	
	 d. Incumbency and Signature
	  	
		
	 17. Secretary Certificate of Griffin as to:
	  	Griffin
	 a. Resolutions of the Board of Directors
	  	
	 b. Certificate of Incorporation
	  	
	 c. By-laws
	  	
	 d. Incumbency and Signature
	  	
		
	 18. Secretary Certificate of CH-110 as to:
	  	CH-110
	 a. Resolutions of the Board of Directors
	  	
	 b. Certificate of Incorporation
	  	
	 c. By-laws
	  	
	 d. Incumbency and Signature
	  	
		
	 19. Secretary Certificate of CH-411 as to:
	  	CH-411
	 a. Resolutions of the Board of Directors
	  	
	 b. Certificate of Incorporation
	  	
	 c. By-laws
	  	
	 d. Incumbency and Signature
	  	

  

 Ex. A-3 








			
	 Document
	  	 Signatures Needed

	 20. Secretary Certificate of Cardinal as to:
	  	Cardinal
	 a. Resolutions of the Board of Directors
	  	
	 b. Certificate of Incorporation
	  	
	 c. By-laws
	  	
	 d. Incumbency and Signature
	  	
		
	 21. Good standing certificate for Funding from Nevada
	  	N/A
		
	 22. Good standing certificate for Griffin from Nevada
	  	N/A
		
	 23. Good standing certificate for CH-110 from Delaware
	  	N/A
		
	 24. Good standing certificate for CH-411 from Ohio
	  	N/A
		
	 25. Good standing certificate for Cardinal from Ohio
	  	N/A
		
	 26. Compliance Certificate of Funding in the form of Exhibit V to the Third Amended and Restated Receivables Purchase
Agreement
	  	 CH-411
 CH-110
 Funding
 Griffin

		
	 F. MISCELLANEOUS DOCUMENTS
	  	
	 27. UCC-3 for all filings listed in Exhibit A pertaining to Cardinal Health Funding, LLC changing secured party of record from WCM to BTMU

	  	N/A
		
	 28. UCC-3 for all filings listed in Exhibit A pertaining to Griffin Capital, LLC changing secured party of record from WCM to
BTMU
	  	N/A

  

 Ex. A-4 








			
	 Document
	  	 Signatures Needed

	 29. UCC-3 for all filings listed in Exhibit A pertaining to Cardinal Health 411, Inc. changing secured party of record from WCM to
BTMU
	  	N/A
		
	 30. UCC-3 for all filings listed in Exhibit A pertaining to Cardinal Health 410, Inc. changing secured party of record from WCM to
BTMU
	  	N/A
		
	 31. UCC-3 continuation statement, continuing financing statement #2004016520-0 filed 5/25/2004 with the Secretary of State of Nevada (do not
file before 11/26/2008)
	  	N/A
		
	 32. UCC-3 continuation statement, continuing financing statement #2004016603-6 filed 5/25/2004 with the Secretary of State of Nevada (do not
file before 11/26/2008)
	  	N/A
		
	 33. UCC-3 continuation statement, continuing financing statement #41446121 filed 5/25/2004 with the Secretary of State of Delaware (do not
file before 11/26/2008)
	  	N/A
		
	 34. “Bring Down” lien searches against Cardinal Health Funding, LLC, beginning 10/8/2007 from (i) Secretary of State, Nevada
(UCC, Federal tax liens), (ii) Clark County, NV (Federal/State tax liens, judgment liens at County Recorder and local litigation at District Court), (iii) US Bankruptcy Court, Nevada District (bankruptcy) and (iv) US District Court,
Nevada District (Federal litigation).
	  	N/A
		
	 35. “Bring Down” lien searches against Griffin Capital, LLC, beginning 10/8/2007 from (i) Secretary of State, Nevada (UCC,
Federal tax liens), (ii) Clark County, NV (Federal/State tax liens, judgment liens at County Recorder and local litigation at District Court), (iii) US Bankruptcy Court, Nevada District (bankruptcy) and (iv) US District Court, Nevada
District (Federal litigation).
	  	N/A
		
	 36. “Bring Down” lien searches against Cardinal Health 411, Inc., beginning 10/31/2007 from (i) Secretary of State, OH (UCC),
(ii) Delaware County, OH (Federal tax liens at County Recorder, State tax liens, judgment liens and local litigation at Court of Common Pleas), (iii) Franklin County, OH (Federal tax liens at County Recorder, State tax liens, judgment
liens and local litigation at Court of Common Pleas), (iv) US Bankruptcy Court, Southern District, OH (bankruptcy) and (v) US District Court, Southern District, OH (Federal litigation)
	  	N/A
		
	 37. “Bring Down” lien searches against Cardinal Health 110, Inc., beginning 9/6/2007 from (i) Secretary of State, Delaware
(UCC, Federal tax liens), (ii) New Castle County, DE (Federal tax liens at Recorder of Deeds, State tax liens at prothonotary, local litigation at Superior and Chancery courts, judgment liens at prothonotary), (iii) US Bankruptcy Court,
Delaware District (Bankruptcy) and (iv) US District Court, Delaware District (Federal litigation)
	  	N/A

  

 Ex. A-5 







 EXHIBIT A TO CLOSING INDEX 
 Debtor: Cardinal Health Funding, LLC (A Nevada LLC) 
  

					
	 Jurisdiction
	  	Original Financing Statement
Number/Date of Filing	  	Assignment Number/Date of Filing
	 Secretary of State-Nevada
	  	0010231                7/5/2000 	  	2007038528-8     11/19/2007
			
	 Secretary of State-Nevada
	  	2003014202-2       5/23/2003	  	2007038527-6     11/19/2007
			
	 Secretary of State-Nevada
	  	2004016520-0       5/25/2004	  	2007038526-4     11/19/2007
			
	 Secretary of State-Nevada
	  	2004030249-2       10/4/2004	  	2007038525-2     11/19/2007
			
	 Secretary of State-Nevada
	  	2006036964-8       11/6/2006	  	2007038524-0     11/19/2007
			
	 Secretary of State-Nevada
	  	2008025580-5       8/15/2008	  	N/A (New filing identical to
 2003014202-2 filed
 5/23/2003)


 Debtor: Griffin Capital, LLC (a Nevada LLC) 
  

					
	 Jurisdiction
	  	Original Financing Statement
Number/Date of Filing	  	Assignment Number/Date of Filing
	 Secretary of State-Nevada
	  	0010230               7/5/2000 	  	2007038522-6     11/19/2007
			
	 Secretary of State-Nevada
	  	2002017712-4     7/3/2002 	  	2007038519-9     11/19/2007
			
	 Secretary of State-Nevada
	  	2002017713-6     7/3/2002 	  	2007038523-8     11/19/2007
			
	 Secretary of State-Nevada
	  	2004016603-6     5/25/2004	  	2007038520-2     11/19/2007
			
	 Secretary of State-Nevada
	  	2004030250-5     10/4/2004	  	2007038521-4     11/19/2007

 Debtor: Cardinal Health 411, Inc. (an Ohio corporation) 
  

					
	 Jurisdiction
	  	Original Financing Statement
Number/Date of
Filing	  	Assignment Number/Date of Filing

  

 Ex. A-6 








					
	 Secretary of State-Ohio
	  	OH00116501041     6/21/2007	  	20073250272     11/19/2007

 Debtor: Cardinal Health 110, Inc. (a Delaware corporation) 
  

					
	 Jurisdiction
	  	Original Financing Statement
Number/Date of Filing	  	Assignment Number/Date of Filing
	 Secretary of State-Delaware
	  	0042114     7/5/2000 	  	2007 4406798     11/19/2007
			
	 Secretary of State-Delaware
	  	20084867   1/11/2002	  	2007 4406822     11/19/2007
			
	 Secretary of State-Delaware
	  	20085260   1/11/2002	  	2007 4406863     11/19/2007
			
	 Secretary of State-Delaware*
	  	41446121   5/25/2004	  	2007 4406897     11/19/2007

  

	*	This filing, until the 11/19/07 assignment, still in name of Bank One, N.A. (Main Office Chicago), as Agent 

  

 Ex. A-7 







 EXHIBIT II 
 FORM OF PURCHASE NOTICE 
 [Date] 
 The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Agent and a Managing Agent 
 12th Floor 
 1251 Avenue
of the Americas 
 New York, NY 10020 
 Attention: Hermina Batson

 The Royal Bank of Scotland plc, as a Managing Agent 
 540 West
Madison Street, 27th Floor 
 Chicago, IL 60661 
 Attention:
Kristina Neville, Sheila Brooks & Sharon Jones 
 Bank of America, N.A., as a Managing Agent 
 NC1-027-19-01 
 214 North Tryon Street 
 Charlotte, NC 28255 
 Attention: Nina Stevenson 
                                         
Re: PURCHASE NOTICE  
 Ladies and Gentlemen: 
 Reference is hereby made to the Third Amended and Restated Receivables Purchase Agreement, dated as of November 19, 2007, as amended, by and among Cardinal Health Funding, LLC, a Nevada limited liability company (the
“Seller”), Griffin Capital, LLC, as Servicer, the Financial Institutions, the Conduits, the Managing Agents and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Agent (the “Receivables Purchase
Agreement”). Capitalized terms used herein shall have the meanings assigned to such terms in the Receivables Purchase Agreement. 
 Each of the Agent and each Managing Agent is hereby notified of the following Incremental Purchase: 
  

			
	 Purchase Price:
	  	$                                        
                        

  

 Ex. II-1 








			
	 Portion of the Purchase Price Payable by the BofA Conduit’s Purchaser Group:1

	  	$                                        
                        
		
	 Portion of Purchase Price Payable by the BTMU Conduit’s Purchaser Group:2
	  	$                                        
                        
		
	 Portion of Purchase Price Payable by the RBS Conduit’s Purchaser Group:3
	  	$                                       
                         
		
	 Date of Purchase:
	  	
		
	 Requested Discount Rate:
	  	[LIBO Rate] [Prime Rate] [Pooled Commercial Paper rate] [Special Pooled Commercial Paper rate]
		
	 Requested Tranche Period:
	  	[                                       
                         ]
		
		  	

 Please credit the Purchase Price in immediately available funds to our Facility Account [and then
wire-transfer the Purchase Price in immediately available funds on the above-specified date of purchase to]: 
 [Account Name] 
 [Account No.] 
 [Bank Name & Address] 
 [ABA #] 
 Reference: 
 Telephone advice to: [Name] @ tel. no. ( ) 
 Please advise
[Name] at telephone no. ( )                          if any Conduit will not be making this purchase. 
 In connection with the Incremental Purchase to be made on the above listed “Date of Purchase” (the “Purchase Date”), the
Seller hereby certifies that the following statements are true on the date hereof, and will be true on the Purchase Date (before and after giving effect to the proposed Incremental Purchase): 
 (i) the representations and warranties of the Seller set forth in Section 5.1 and 5.2 of the Receivables Purchase Agreement are true and correct on
and as of the Purchase Date as though made on and as of such date; 
  

	 1
	 This amount will be equal to the BofA Conduit’s Pro Rata Share of the Purchase Price specified above.




	 2
	 This amount will be equal to the BTMU Conduit’s Pro Rata Share of the Purchase Price specified above.




	 3
	 This amount will be equal to the RBS Conduit’s Pro Rata
Share of the Purchase Price specified above. 


  

 Ex. II-2 







 (ii) no event has occurred and is continuing, or would result from the proposed Incremental Purchase,
that will constitute an Amortization Event or a Potential Amortization Event; 
 (iii) the Amortization Date has not occurred, the Aggregate
Capital does not exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed 100%; and 
 (iv) the amount of Aggregate
Capital is $                     after giving effect to the Incremental Purchase to be made on the Purchase Date. 
  

			
	Very truly yours,
	
	CARDINAL HEALTH FUNDING, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	Address:	 	


  

 Ex. II-3 







 EXHIBIT IX 
 FORM OF MONTHLY REPORT 
 (Attached) 
  

 Ex. IX-1 







 EXHIBIT XI 
 FORM OF REDUCTION NOTICE 
                     , 20     
 The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Agent and a Managing Agent 
 12th Floor 
 1251 Avenue
of the Americas 
 New York, NY 10020 
 Attention: Hermina Batson

 The Royal Bank of Scotland plc, as a Managing Agent 
 540 West
Madison Street, 27th Floor 
 Chicago, IL 60661 
 Attention:
Kristina Neville, Sheila Brooks & Sharon Jones 
 Bank of America, N.A., as a Managing Agent 
 NC1-027-19-01 
 214 North Tryon Street 
 Charlotte, NC 28255 
 Attention: Nina Stevenson 
 Ladies and Gentlemen: 
 The undersigned,
                                        ,
refers to the Third Amended and Restated Receivables Purchase Agreement, dated as of November 19, 2007, as amended (the “Receivables Purchase Agreement”, the terms defined therein being used herein as therein defined), among
the undersigned, Griffin Capital, LLC, as Servicer ( “Servicer”), certain Conduits party thereto, certain Financial Institutions parties thereto, certain Managing Agents party thereto and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New
York Branch, as Agent for such Conduits and Financial Institutions (the Conduits and the Financial Institutions, collectively, the “Purchasers”). Pursuant to Section 1.3 of the Receivables Purchase Agreement, the undersigned
hereby irrevocably notifies you that it will repay [all] [a portion] of the Capital outstanding under the Receivables Purchase Agreement and in that connection sets forth below the information relating to such repayment (the “Proposed
Reduction”): 
 The Business Day of the Proposed Reduction is
                    , 20    . 
 The total amount of the Proposed Reduction is
                                        .

 The Pro Rata Share of the Proposed Reduction for each Conduit is: 
  

	
	                                        
  for Ranger Funding Company LLC;

	                                        
  for Victory Receivables Corporation; and

	                                        
  for Windmill Funding Corporation.


  

 Ex. XI-1 







 The Pro Rata Share of the Proposed Reduction for each Financial Institution is:
                                        
for BofA,
                                        
for BTMU and
                                        
for RBS. 
 On the date of the Proposed Reduction, the Seller shall pay to each relevant Purchaser(s), an amount equal to (i) such
Purchaser’s Pro Rata Share of the outstanding Capital described above, plus (ii) all Broken Funding Costs (if any), plus (iii) all other amounts payable to the Agent or any Purchaser under the Transaction Documents. 
  

			
	Very truly yours,
	
	CARDINAL HEALTH FUNDING, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	Address:	 	


  

 Ex. XI-2 







 EXHIBIT XII 
 [Reserved] 
  

 Ex. XII-1 







 SCHEDULE A 
 COMMITMENTS, CONDUIT PURCHASE LIMITS, WIRING INSTRUCTIONS, RELATED FINANCIAL INSTITUTIONS AND MANAGING AGENTS 
 Financial Institutions, Commitments and Wiring Instructions 
 for Financial Institutions 
  

						
	 Financial Institution
	  	Commitment	  	 Wiring Instructions for Payments to Financial Institutions

 (Wiring instructions for payments to Conduits are on the following page)

	 Bank of America, N.A., with respect to Ranger Funding Company LLC
	  	$	306,000,000	  	 For any up-front or closing fees, to the following account:
  
 Bank: Bank of America
 Benf: Asset Securitization Wire Clearing
 ABA: 026-009-593
 A/c# 109360-0656600
 Ref: Cardinal Health / Upfront
 Attn: Sean Walsh
  
 For any other payments, to the account specified for Ranger Funding Company, LLC on the following page.

			
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd., acting through its New York Branch, with respect to Victory Receivables Corporation
	  	$	306,000,000	  	 The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
 ABA#: 026-00963-2
 A/C #: 97770191
 Attn: Loan Operations Group
 Ref: Cardinal Health

			
	 The Royal Bank of Scotland plc, with respect to Windmill Funding Corporation
	  	$	255,000,000	  	 ABN AMRO Bank, N.V.
 New York, New York
 ABA#: 026 0095 80
 A/C Name: Windmill Funding Corporation
 A/C#: 451118894850
 Ref: Cardinal Health Funding LLC


  

 Sch. A-1 







 Conduit Purchase Limits, Wiring Instructions for Conduits and Related Financial Institutions of
Conduits 
  

								
	 Conduit
	  	Conduit
Purchase
Limit	  	 Wiring Instructions for Conduits
	  	 Related Financial Institution

	 Ranger Funding Company LLC
	  	$	300,000,000	  	 Ranger Funding Company LLC
 Bank: Deutsche Bank (New
York, NY)
 Benf: DTBCA as Agent for Ranger Funding
 ABA: 021 001
033
 A/C Name:
 A/C# 00 384 710
 Ref: Cardinal Health / Ongoing Fees
 Attn: Orinthia Skeete
	  	Bank of America, N.A.
				
	 Victory Receivables Corporation
	  	$	300,000,000	  	 Deutsche Bank Trust Company Americas
 ABA #: 021-001-033

 A/C Name: Corporate Trust & Agency Services
 A/C No.:
01419647
 Ref: Victory Receivables / Cardinal Health
	  	The Bank of Tokyo-Mitsubishi UFJ, Ltd., acting through its New York Branch
				
	 Windmill Funding Corporation
	  	$	250,000,000	  	 ABN AMRO Bank, N.V.
 New York, New York
 ABA#: 026 0095 80
 A/C Name: Windmill Funding Corporation
 A/C #: 451118894850
 Ref: Cardinal Health Funding LLC
	  	The Royal Bank of Scotland plc

  

 Sch. A-2 







 Managing Agents 
  

			
	 Purchasers
	  	 Managing Agent

	 Ranger Funding Company LLC, as Conduit
  
 Bank of America, N.A., as Financial
Institution
	  	Bank of America, N.A.
		
	 Victory Receivables Corporation, as Conduit
  
 The Bank of Tokyo-Mitsubishi UFJ, Ltd., acting through its
New York Branch, as Financial Institution
	  	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
		
	 Windmill Funding Corporation, as Conduit
  
 The Royal Bank of Scotland plc, as Financial Institution

	  	The Royal Bank of Scotland plc

 Purchaser Groups 
  

	
	 Ranger Funding Company LLC, as Conduit
  
 Bank of America, N.A, as Financial Institution and as Managing Agent

	
	 Victory Receivables Corporation, as Conduit
  
 The Bank of Tokyo-Mitsubishi UFJ, Ltd., acting through its New York Branch, as Financial Institution
  
 The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Managing Agent

	
	 Windmill Funding Corporation, as Conduit
  
 The Royal Bank of Scotland plc, as Financial Institution and as Managing Agent


  

 Sch. A-3 







 Agent and Wiring Instructions for the Agent 
  

			
	 Agent
	  	 Wiring Instructions for Agent

	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch	  	 The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
 ABA#: 026-00963-2
 A/C #: 97770191
 Attn: Loan
Operations Group
 Ref: Cardinal Health


  

 Sch. A-4 







 SCHEDULE C 
 NOTICE ADDRESSES 
  

			
	 Seller:
	  	 Cardinal Health Funding, LLC
 7660 W. Cheyenne Avenue


		  	Suite 113
		  	Las Vegas, Nevada 89129
		  	Attention: Sharon Hasselbach
		
		  	with a copy to:
		  	Cardinal Health, Inc.
		  	7000 Cardinal Place
		  	Dublin, Ohio 43017
		  	Attention: Assistant General Counsel - Finance or, for purposes of Sections 3.3 and 4.2 only, Treasury (Fax No. 614/652-8639)
		
	 Servicer:
	  	 Griffin Capital, LLC
 7660 W. Cheyenne
Avenue

		  	Suite 113
		  	Las Vegas, Nevada 89129
		  	Attention: Sharon Hasselbach
		
		  	with a copy to:
		  	Cardinal Health, Inc.
		  	7000 Cardinal Place
		  	Dublin, Ohio 43017
		  	Attention: Assistant General Counsel - Finance
		
	 BofA:
	  	Bank of America, N.A.
		  	NC1-027-19-01
		  	214 North Tryon Street
		  	Charlotte, NC 28255
		  	Attn: Nina Stevenson
		  	Fax: 212-548-8891

  

 Sch. C-1 








			
	BofA Conduit:	  	Ranger Funding Company LLC
		  	c/o AMACAR Group, L.L.C.
		  	6525 Morrison Blvd., Suite 318
		  	Charlotte, North Carolina 28211
		  	Attn: Ms. Evelyn Echevarria
		  	Fax: (704) 365-1362
		
		  	(with a copy to BofA)

  

			
	BTMUNY and BTMU:	  	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
		  	1251 Avenue of the Americas, 12th Floor
		  	New York, NY 10020
		  	Attn: Hermina Batson
		  	Fax: (212) 782-6998
		
	BTMU Conduit:	  	Victory Receivables Corporation
		  	c/o The Bank of Tokyo-Mitsubishi UFJ, Ltd.
		  	1251 Avenue of the Americas
		  	New York, NY 10020
		  	Attn: Aditya Reddy
		  	Fax: (212) 782-6448
		
		  	(with a copy to BTMUNY)
		
	RBS:	  	 The Royal Bank of Scotland plc
 540 W. Madison St.,
27th floor
 Chicago, IL 60661
 Attn: Kristina Neville

Fax: 312-338-0140
  
 (with a copy of any Purchase Notices or Reduction Notices to the RBS Conduit at its address below)

		
	RBS Conduit:	  	Windmill Funding Corporation
		  	c/o The Royal Bank of Scotland plc
		  	540 West Madison Street, 27th Floor
		  	Chicago, Illinois 60661
		  	Attention: Sheila Brooks / Sharon Jones
		  	Fax: 312-601-3616
		
		  	(with a copy to RBS)

  

 Sch. C-2