EXHIBIT 10.04
[***] indicates the omission of confidential portions for which confidential
treatment has been requested. Such confidential information has been filed
separately with the Commission.
AMENDMENT NO. 3 TO
AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
This AMENDMENT NO. 3 TO AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT AND CONFIRMATIONS OF TRANSFERS (this "AMENDMENT"), dated as of
September 30, 2004, by and among Griffin Capital, LLC, a Nevada limited
liability company ("GRIFFIN"), Cardinal Health Funding, LLC, a Nevada limited
liability company ("FUNDING"), Griffin, as Servicer ("SERVICER"), each entity
signatory hereto as a Conduit (each a "CONDUIT " and collectively, the
"CONDUITS"), each entity signatory hereto as a Financial Institution (each a
"FINANCIAL INSTITUTION" and, collectively with the Conduits, the "PURCHASERS"),
each entity signatory hereto as a Managing Agent (each a "MANAGING AGENT " and
collectively, the "MANAGING AGENTS") and Bank One, NA (Main Office Chicago)
("BANK ONE"), as the Agent (the "AGENT").
R E C I T A L S
Griffin and Funding have entered into that certain Amended and
Restated Receivables Sale Agreement, dated as of May 21, 2004, as amended by the
Omnibus Amendment thereto, dated as of August 18, 2004, and as further amended
by the Omnibus Limited Waiver and Second Omnibus Amendment thereto, dated as of
September 24, 2004 (as heretofore amended, the "SALE AGREEMENT").
Funding, Servicer, the Purchasers, the Managing Agents and the Agent
have entered into that certain Amended and Restated Receivables Purchase
Agreement, dated as of May 21, 2004, as amended by the Omnibus Amendment, dated
as of August 18, 2004, and as further amended by the Omnibus Limited Waiver and
Second Omnibus Amendment thereto, dated as of September 24, 2004 (as heretofore
amended, the "PURCHASE AGREEMENT").
Funding, Servicer, the Purchasers, the Managing Agents and the Agent
now desire to amend certain provisions of the Purchase Agreement upon the terms
and subject to the conditions set forth herein to, among other things, increase
the Purchase Limit under the Purchase Agreement from $500,000,000 to
$800,000,000 and increase the aggregate amount of the Commitments under the
Purchase Agreement from $510,000,000 to $816,000,000, which increases are to be
made in connection with the addition of Cardinal Health 103, Inc., a Mississippi
corporation ("NEW ORIGINATOR"), as an Originator party to certain Transaction
Documents, all as more fully described herein.
1
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
Immediately prior to the foregoing increases, Falcon Asset
Securitization Corporation ("FALCON") desires to become a Conduit party to the
Purchase Agreement. Preferred Receivables Funding Corporation ("PREFCO") desires
to assign and transfer an undivided one-half interest in, and Falcon desires to
acquire an undivided one-half interest in, Prefco's rights and obligations under
the Purchase Agreement and the other Transaction Documents (including, without
limitation, the Capital of Prefco's Purchaser Interests) as set forth herein.
Immediately prior to the foregoing increases, Bank One, in its
capacity as a Related Financial Institution with respect to Prefco (the "BANK
ONE PREFCO FINANCIAL INSTITUTION"), desires to assign and transfer an undivided
one-half interest in, and Bank One, in its capacity as a Related Financial
Institution with respect to Falcon (the "BANK ONE FALCON FINANCIAL
INSTITUTION"), desires to acquire an undivided one-half interest in, the Bank
One Prefco Financial Institution's rights and obligations under the Purchase
Agreement and the other Transaction Documents as set forth herein.
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises herein contained
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged by the parties hereto, the parties hereto agree as
follows:
SECTION 1. Definitions. Capitalized terms used herein and not defined
herein shall have the respective meanings assigned thereto in the purchase
agreement, as amended hereby.
SECTION 2. Assignments. In furtherance of, and without limiting any other
provision of, this Amendment, the Purchase Agreement, as amended hereby, and the
transactions contemplated hereby and thereby, and notwithstanding any
requirement of Section 12.1(b) of the Purchase Agreement to the contrary, the
parties hereto hereby effect the following assignments and assumptions:
(a) Assignment by Prefco. At or before 12:00 noon (Chicago time) on
the date hereof, Falcon shall pay to Prefco an amount equal to $162,500,000,
representing one-half of the outstanding Capital of Prefco's Purchaser Interests
(such amount, for purposes of this paragraph (a), the "Falcon Capital");
whereupon, Prefco shall be deemed to have sold, transferred and assigned to
Falcon, without recourse, representation or warranty, and Falcon shall be deemed
to have hereby irrevocably taken, received and assumed from Prefco, the Falcon
Capital and all related rights and obligations hereunder, under the Purchase
Agreement and under the other Transaction Documents; provided, that following
such assignment and the Conduit Purchase Limit increases effected hereunder, the
Conduit Purchase Limit of each of Prefco and Falcon shall be equal to the
applicable amount set forth on Annex C hereto. From and after the date hereof,
Falcon shall be a Conduit party to the Purchase Agreement, as amended hereby,
for all purposes of the Purchase Agreement, as amended hereby, as if Falcon were
an original party thereto, and Falcon agrees to be bound by all of the
applicable terms and provisions contained therein. Falcon hereby appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under the Transaction Documents as are delegated to the Agent by the
terms thereof, together with such powers as are reasonably incidental thereto.
2
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
Furthermore, Falcon confirms that (i) it has received a copy of the Purchase
Agreement and copies of such other Transaction Documents, and other documents
and information as it has requested and deemed appropriate, to make its own
credit analysis and decision to enter into this Amendment and the Purchase
Agreement, as amended hereby, and (ii) it will, independently and without
reliance upon the Agent, any Conduit, any Seller Party or any Financial
Institution or Purchaser, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Purchase Agreement, as amended hereby, and
the other Transaction Documents.
(b) Assignment by Bank One. On the date hereof, the Bank One Prefco
Financial Institution shall be deemed to have hereby transferred and assigned to
the Bank One Falcon Financial Institution, without recourse, representation or
warranty, and the Bank One Falcon Financial Institution shall be deemed to have
hereby irrevocably taken, received and assumed from the Bank One Prefco
Financial Institution, one-half of the Bank One Prefco Financial Institution's
Commitment under the Purchase Agreement representing $165,750,000 and all rights
and obligations associated therewith (including, without limitation, the rights
and obligations of a Related Financial Institution) under the terms hereof and
of the Purchase Agreement, as amended hereby, including, without limitation, the
Bank One Prefco Financial Institution's future funding obligations under Article
I of the Purchase Agreement; and provided, further, that following such
assignment and the Commitment increases effected hereunder, the respective
Commitments of the Bank One Prefco Financial Institution and the Bank One Falcon
Financial Institution shall be equal to the applicable amount set forth on Annex
C hereto.
SECTION 3. Amendments to Purchase Agreement. Subject to the terms and
conditions set forth herein, the Purchase Agreement is hereby amended as
follows:
(a) Section 1.2 of the Purchase Agreement is hereby amended by (i)
replacing the phrase "the Bank One Conduit" with the phrase "each Bank One
Conduit" and (ii) replacing the phrase "the Bank One Conduit's" with the phrase
"each Bank One Conduit's".
(b) Section 1.3 of the Purchase Agreement is hereby amended by
replacing the phrase "the Bank One Conduit's" with the phrase "each Bank One
Conduit's".
(c) Section 6.2 of the Purchase Agreement is hereby amended by
inserting immediately following the phrase "all Monthly Reports as and when due
under Section 8.5", the following phrase: "and all Weekly Reports and Daily
Reports, if required, as and when due under Section 8.5".
(d) Section 7.1(d) of the Purchase Agreement is hereby amended by
amending and restating the penultimate sentence thereof in its entirety to read
as follows:
All such examinations and visits shall be at the sole cost of such Seller
Party; provided, however, that (i) (A) for so long as no Amortization
Event has occurred and is continuing, (B) the Ratings Level then in effect
is either Ratings Level 1 or Ratings Level 2 and (C) the immediately
preceding Audit was satisfactory to the Agent and each Managing Agent in
all material respects, such cost shall be borne by such Seller Party not
more than once per calendar year, and (ii) (A) for so long
3
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
as no Amortization Event has occurred and is continuing, (B) the Ratings
Level then in effect is either Ratings Level 3 or Ratings Level 4 and (C)
the immediately preceding Audit was satisfactory to the Agent and each
Managing Agent in all material respects, such cost shall be borne by such
Seller Party not more than twice per calendar year (although in no event
shall the foregoing proviso be construed to limit the Agent or its agents
or representatives to one or two, as applicable, Audits during any
calendar year period).
(e) Section 7.1 of the Purchase Agreement is hereby amended by
inserting the following paragraph (n) at the end of such section:
(n) [***] Collection Account Agreement. On or before October
23, 2004, Funding and Griffin shall deliver to the Agent executed
counterparts of a new Collection Account Agreement with [***], as
Collection Bank, duly executed by each of the parties thereto, and in form
and substance satisfactory to the Agent in its sole and absolute
discretion, which Collection Account Agreement shall replace that certain
Fourth Amended and Restated Collection Account Agreement, dated as of
August 18, 2004, with [***], as Collection Bank, and as amended by the
First Amendment thereto, dated as of September 30, 2004.
(f) Section 8.5 of the Purchase Agreement is hereby amended by
inserting a reference to "(a)" after the heading "Reports." at the beginning of
such section and inserting the following paragraph (b) at the end of such
section:
(b) If on any date the Ratings Level then in effect is Ratings
Level 3, the Servicer shall prepare and forward to the Agent and each
Managing Agent on the Tuesday of each week for the immediately preceding
calendar week (beginning with the week immediately following the date
Ratings Level 3 became effective), 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 the Ratings Level
then in effect is Ratings Level 4, the Servicer shall prepare and forward
to the Agent and each Managing Agent each Business Day (beginning with the
Business Day immediately following the date Ratings Level 4 became
effective or such other Business Day as determined by the Agent), 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.
(g) Section 10.2 of the Purchase Agreement is hereby amended by
replacing the phrase "If after June 29, 2000 with respect to any Funding Source
relating to the Bank One Conduit," with the phrase "If after June 29, 2000 with
respect to any Funding Source relating to Preferred Receivables Funding
Corporation, after September 30, 2004 with respect to any Funding Source
relating to Falcon Asset Securitization Corporation,".
(h) Section 13.1 of the Purchase Agreement is hereby amended by
replacing the phrase "the Bank One Conduit's" with the phrase "each Bank One
Conduit's".
4
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
(i) Section 14.13 of the Purchase Agreement is hereby amended by (i)
replacing each occurrence of the phrase "the Bank One Conduit" with the phrase
"each Bank One Conduit" and (ii) replacing each occurrence of the phrase "the
Bank One Conduit's" with the phrase "each Bank One Conduit's".
(j) Each of the definitions of "Applicable Margin", "Bank One
Conduit", "Cash Management Agreement", "Designated Obligor", "Dilution
Percentage", "Excluded Receivable", "Griffin RPA", "Liquidity Termination Date",
"Originator", "Performance Guaranty", "Purchase Limit" and "Purchase Price" set
forth in Exhibit I to the Purchase Agreement is hereby amended by amending and
restating, in its entirety, each such definition where each such definition
appears therein to read as follows:
"Applicable Margin" means, as of any date of determination, the sum
of (i) the then in effect "Applicable Margin" under and as defined in the
Cardinal 2004 Credit Agreement, applicable to Eurodollar Loans made under
the Cardinal 2004 Credit Agreement, plus (ii) the Additional Margin (as
defined below); provided, that, if as of any date of determination, a
Replacement Credit Agreement is in effect, the Applicable Margin hereunder
shall be the sum of (i) the then in effect "Applicable Margin" (or any
replacement definition thereof applicable to loans that accrue interest at
a Eurodollar rate or any replacement rate thereof) under and as defined in
such Replacement Credit Agreement plus (ii) the Additional Margin;
provided, further, that, if as of any date of determination, neither the
Cardinal 2004 Credit Agreement nor any Replacement Credit Agreement is
then in effect, the Applicable Margin hereunder shall be the sum of (i)
the relevant "Applicable Margin" under and as defined in the Cardinal 2004
Credit Agreement (as if such agreement were still in effect) applicable to
Eurodollar Loans made under the Cardinal 2004 Credit Agreement (as if such
agreement were still in effect) plus (ii) the Additional Margin. For
purposes of this definition, the "Additional Margin" means the "Additional
Margin" set forth in the table below corresponding to the "Senior
Unsecured Long-Term Debt Rating of Cardinal" set forth in the table below.
If two of such ratings correspond to the same Additional Margin, but one
of such ratings corresponds to a different Additional Margin, the
Additional Margin shall be based upon the two of such ratings that
correspond with the same margin.
SENIOR UNSECURED LONG-TERM DEBT RATING ADDITIONAL
OF CARDINAL MARGIN
- -----------------------------------------------------------------------
AS DETERMINED AS DETERMINED AS DETERMINED BY
BY S&P BY MOODY'S FITCH
- -----------------------------------------------------------------------
at A or higher at A2 or higher at A or higher [***]
at A- at A3 at A- [***]
at BBB+ at Baa1 at BBB+ [***]
at BBB at Baa2 at BBB [***]
5
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
at BBB- at Baa3 at BBB- [***]
at BB+ at Ba1 at BB+ [***]
at BB or lower at Ba2 or lower at BB or lower [***]
or withdrawn or withdrawn or withdrawn
"Bank One Conduit" means Preferred Receivables Funding Corporation
and/or Falcon Asset Securitization Corporation, each together with its
respective successors and assigns.
"Cash Management Agreement" means that certain Second Amended and
Restated Cash Management Agreement, dated as of September 30, 2004, by and
among Cardinal, Griffin, Seller, each Originator and Cardinal Health 2,
Inc., a Nevada corporation, formerly known as The Griffin Group, Inc., as
administrator.
"Designated Obligor" means each Obligor indicated by the Agent to
Seller in writing.
"Dilution Percentage" means as of the last day of any calendar
month, a percentage equal to the following:
[[SF x ED] + [(DS - ED) x DS]] x DHR
--
ED
where:
SF = the Dilution Stress Factor at such time
ED = the Expected Dilution Ratio at such time
DS = the Dilution Spike Ratio at such time
DHR = the Dilution Horizon Ratio at such time
"Excluded Receivable" means (i) a Note Receivable that has been sold
to National City Bank prior to the date hereof pursuant to that certain
Purchase and Sale Agreement, dated as of March 25, 1994, among Cardinal,
the Originators, National City Bank and certain other parties named
therein, as modified by that certain Modification of Purchase and Sale
Agreement dated as of June 29, 1998 and (ii) a Brokerage Receivable.
"Griffin RPA" means each of (i) that certain Second Amended and
Restated Receivables Purchase and Sale Agreement, dated as of May 21,
2004, by and between Griffin and Cardinal Health 110, Inc., a Delaware
corporation, formerly known as Whitmire Distribution Corporation, and as
successor by merger to Cardinal Syracuse, Inc., a New York corporation,
and Ohio Valley-Clarksburg, Inc., a Delaware corporation, (ii) that
certain Second Amended and Restated Receivables Purchase and Sale
6
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
Agreement, dated as of May 21, 2004, by and between Griffin and Cardinal
Health 106, Inc., a Massachusetts corporation, formerly known as James W.
Daly, Inc., and (iii) that certain Receivables Purchase and Sale
Agreement, dated as of September 30, 2004, by and between Griffin and
Cardinal Health 103, Inc., a Mississippi corporation, as any of the
foregoing may be amended, restated or otherwise modified from time to
time.
"Liquidity Termination Date" means September 29, 2005.
"Originator" means each of (i) Cardinal Health 106, Inc., a
Massachusetts corporation, formerly known as James W. Daly, Inc., (ii)
Cardinal Health 110, Inc., a Delaware corporation, formerly known as
Whitmire Distribution Corporation, and as successor by merger to each of
Cardinal Syracuse, Inc., a New York corporation, and Ohio
Valley-Clarksburg, Inc., a Delaware corporation, and (iii) Cardinal Health
103, Inc., a Mississippi corporation, each in its capacity as seller under
the applicable Griffin RPA.
"Performance Guaranty" means that certain Amended and Restated
Performance Guaranty, dated as of September 30, 2004, by Performance
Guarantor in favor of Seller, substantially in the form of Exhibit XI, as
the same may be reaffirmed, amended, restated or otherwise modified from
time to time.
"Purchase Limit" means $800,000,000, as such amount may be modified
in accordance with the terms of Section 4.6(b).
"Purchase Price" means, with respect to any Incremental Purchase of
a Purchaser Interest, the amount paid to Seller for such Purchaser
Interest which shall not exceed the least of (i) the amount requested by
Seller in the applicable Purchase Notice, (ii) the unused portion of the
Purchase Limit on the applicable purchase date, taking into account any
other proposed Incremental Purchase requested on the applicable purchase
date, and (iii) the excess, if any, of the Net Receivables Balance (less
the Aggregate Reserves) on the applicable purchase date over the aggregate
outstanding amount of Aggregate Capital (determined as of the date of the
most recent report, whether such report is a Monthly Report, Weekly Report
or Daily Report), taking into account any other proposed Incremental
Purchase requested on the applicable purchase date.
(k) Each of the definitions of "Daily Report ", "Dilution Stress
Factor", "Eurodollar Loan", "Fitch", "Moody's", "Ratings Level", "Replacement
Credit Agreement", "S&P" and "Weekly Report" set forth below are hereby added to
the Purchase Agreement in the proper alphabetical order:
"Daily Report" means a report, in form and substance acceptable to
the Agent and each Managing Agent, appropriately completed and furnished
by the Servicer to the Agent and each Managing Agent pursuant to Section
8.5.
"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.
7
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
DILUTION STRESS
RATINGS LEVEL FACTOR
- ------------- ---------------
Ratings Level 1 2.00
Ratings Level 2 2.25
Ratings Level 3 2.25
Ratings Level 4 2.50
"Eurodollar Loan" means a Loan (as defined in the Cardinal 2004
Credit Agreement) which, except as otherwise provided in Section 2.12 of
the Cardinal 2004 Credit Agreement, bears interest at the Eurodollar Rate
(as defined in the Cardinal 2004 Credit Agreement).
"Fitch" means Fitch Ratings or any successor to such corporation's
business of rating debt.
"Moody's" means Moody's Investors Service, Inc. or any successor to
such corporation's business of rating debt.
"Ratings Level" means, at any time, the "Ratings Level" set forth in
the table below corresponding to the "Qualification Requirements" set
forth in the table below.
QUALIFICATION REQUIREMENTS RATINGS LEVEL
The senior unsecured long-term debt ratings of Ratings Level 1
Cardinal are (i) at BBB- or higher (as deter mined by
S&P) and (ii) at Baa3 or higher (as determined by
Moody's)
Cardinal does not qualify for Ratings Level 1 and the Ratings Level 2
senior unsecured long-term debt ratings of Cardinal
are (i) at BB+ or higher (as deter mined by S&P) and
(ii) at Ba1 or higher (as determined by Moody's)
Cardinal does not qualify for Ratings Level 1 or Ratings Level 3
Ratings Level 2 and the senior unsecured long- term
debt ratings of Cardinal are (i) at BB or higher (as
determined by S&P) and (ii) at Ba2 or higher (as
determined by Moody's)
Cardinal does not qualify for Ratings Level 1, Ratings Ratings Level 4
Level 2 or Ratings Level 3 for any reason
"Replacement Credit Agreement" means any revolving credit agreement
or similar agreement in effect on or after September 30, 2004 that
replaces, amends, amends
8
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
and restates, refinances, extends, or other wise changes the pricing of
the Cardinal 2004 Credit Agreement.
"S&P" means Standard & Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc., or any successor to such corporation's
business of rating debt.
"Weekly Report" means a report, in form and substance acceptable to
the Agent and each Managing Agent (appropriately completed), furnished by
the Servicer to the Agent and each Managing Agent pursuant to Section 8.5.
(l) The definition of "Greensboro Receivable" set forth in Exhibit I
to the Purchase Agreement is hereby amended by deleting such definition
therefrom in its entirety.
(m) The Purchase Agreement is hereby globally amended by (i)
replacing each occurrence of the term "Moody's Investors Service, Inc." with the
term "Moody's" and (ii) replacing each occurrence of the term "Standard & Poor's
Ratings Services" with the term "S&P".
(n) Exhibit II to the Purchase Agreement is hereby amended by (i)
replacing each occurrence of the phrase "the Bank One Conduit's" with the term
"Preferred Receivables Funding Corporation's" and (ii) inserting the following
additional row (with the corresponding footnote) as the fourth to last row in
the table of incremental purchases:
Portion of the Purchase Price Pay able
by Falcon Asset Securitization
Corporation's Purchaser Group:(3) $______________________
(3) This amount will be equal to Falcon Asset Securitization Corporation's Pro
Rata Share of the Purchase Price specified above.
(o) Exhibit IV to the Purchase Agreement is hereby deleted in its
entirety and replaced with the attached Annex A.
(p) Exhibit X to the Purchase Agreement is hereby deleted in its
entirety and replaced with the attached Annex B.
(q) Exhibit XII to the Purchase Agreement is hereby amended by
amending and restating the last two sentences on the first page of such exhibit
in their entirety to read as follows:
The Pro Rata Share of the Proposed Reduction for each Conduit is:
______________ for Preferred Receivables Funding Corporation,
______________ for Falcon Asset Securitization Corporation and
______________ for the Scotia Conduit.
The Pro Rata Share of the Proposed Reduction for each Financial
Institution is: ______________ for Bank One with respect to
9
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
Preferred Receivables Funding Corporation, ______________ for Bank
One with respect to Falcon Asset Securitization Corporation and
_______________ for Scotia.
(r) Schedule A to the Purchase Agreement is hereby deleted in its
entirety and replaced with the attached Annex C.
(s) Schedule C to the Purchase Agreement is hereby amended by (i)
replacing the phrase "Bank One Conduit:" with the term "Preferred Receivables
Funding Corporation:" and (ii) inserting the following additional notice address
at the end of such schedule:
Falcon Asset Falcon Asset Securitization Corporation
Securitization c/o Bank One, NA (Main Office Chicago), as
Corporation: Agent
Asset Backed Finance
Mail Code IL1-0079
131 South Dearborn, 7th Floor
Chicago, Illinois 60670-0079
Attn: Falcon Funding Manager
Fax:(312) 732-1844
SECTION 4. Conditions to Effectiveness of this Amendment. This Amendment
shall become effective as of the date hereof, subject to the satisfaction of the
following conditions:
(a) Documents. The Agent and each Managing Agent shall have
received, on or before the date hereof, each of the documents listed on Schedule
A to this Amendment, each in form and substance satisfactory to the Agent and
each Managing Agent.
(b) Representations and Warranties. As of the date hereof, both
before and after giving effect to this Amendment, (i) all of the representations
and warranties of Griffin contained in the Sale Agreement and in each other
Transaction Document (other than those that speak expressly only as of a
different date) shall be true and correct in all material respects as though
made on the date hereof (and by its execution hereof, Griffin shall be deemed to
have represented and warranted such), and (ii) all of the representations and
warranties of Funding and Servicer contained in the Purchase Agreement, as
amended hereby, and in each other Transaction Document (other than those that
speak expressly only as of a different date) shall be true and correct in all
material respects as though made on the date hereof (and by its execution
hereof, each of Funding and Servicer shall be deemed to have represented and
warranted such).
(c) No Amortization Event. As of the date hereof, both before and
after giving effect to this Amendment, (i) no Termination Event or Potential
Termination Event shall have occurred and be continuing (and by its execution
hereby, Griffin shall be deemed to have represented and warranted such), and
(ii) no Amortization Event or Potential Amortization Event shall have occurred
and be continuing (and by its execution hereof, each of Funding and Servicer
shall be deemed to have represented and warranted such).
10
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
SECTION 5. Miscellaneous.
(a) Effect; Ratification. The amendments set forth herein are
effective solely for the purposes set forth herein and shall be limited
precisely as written, and shall not be deemed to (i) be a consent to any
amendment, waiver or modification of any other term or condition of the Purchase
Agreement or of any other instrument or agreement referred to therein; or (ii)
prejudice any right or remedy which any Purchaser, each Managing Agent or the
Agent may now have or may have in the future under or in connection with the
Purchase Agreement or any other instrument or agreement referred to therein.
Each reference in the Purchase Agreement to "this Agreement," "herein," "hereof"
and words of like import and each reference in the other Transaction Documents
to "Receivables Purchase Agreement," the "Purchase Agreement" or the Purchase
Agreement shall mean the Purchase Agreement, as amended hereby, as applicable.
This Amendment shall be construed in connection with and as part of the Purchase
Agreement and all terms, conditions, representations, warranties, covenants and
agreements set forth in the Purchase Agreement and each other instrument or
agreement referred to therein, except as herein amended, are hereby ratified and
confirmed and shall remain in full force and effect.
(b) Transaction Documents. This Amendment is a Transaction Document
executed pursuant to the Purchase Agreement and the Sale Agreement and shall be
construed, administered and applied in accordance with the terms and provisions
thereof.
(c) Costs, Fees and Expenses. Funding agrees to reimburse the Agent,
each Managing Agent and each Purchaser on demand for all costs, fees and
expenses incurred by the Agent, each Managing Agent and each Purchaser
(including, without limitation, the reasonable fees and expenses of counsels to
the Agent, each Managing Agent and each Purchaser) incurred in connection with
the preparation, execution and delivery of this Amendment.
(d) Counterparts. This Amendment may be executed in any number of
counterparts, each such counterpart constituting an original and all of which
when taken together shall constitute one and the same instrument.
(e) Severability. Any provision contained in this Amendment which is
held to be inoperative, unenforceable or invalid in any jurisdiction shall, as
to that jurisdiction, be inoperative, unenforceable or invalid without affecting
the remaining provisions of this Amendment in that jurisdiction or the
operation, enforceability or validity of such provision in any other
jurisdiction.
(f) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.
(g) WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION
WITH THIS AMENDMENT OR ANY MATTER ARISING HEREUNDER OR THEREUNDER.
11
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
(h) Confirmation of Sale and Grant of Security Interest. Griffin
hereby confirms (i) the sale, assignment, transfer and conveyance of
Receivables, Related Security and Collections pursuant to Section 1.1 of the
Sale Agreement and (ii) the grant of security interest pursuant to Section 1.6
of the Sale Agreement to Funding in all of Griffin's right, title and interest
in, to and under all Receivables now existing or hereafter arising, all
Collections and Related Security with respect thereto, each Lock-Box and
Collection Account, each Griffin RPA and all other rights and payments relating
to the Receivables and all proceeds of the foregoing (each capitalized term used
in this sentence shall have the respective meanings set forth for such term, or
incorporated by reference into, in the Sale Agreement).
(i) Confirmation of Ownership and/or Security Interest. Funding
hereby confirms (i) the sale and assignment of Purchaser Interests pursuant to
Section 1.1 of the Purchase Agreement and (ii) the grant of security interest
pursuant to Section 14.14(b) of the Purchase Agreement to the Agent for the
ratable benefit of the Purchasers in all of Funding's right, title and interest
in, to and under all Receivables now existing or hereafter arising, all
Collections, each Lock-Box, each Collection Account, all Related Security, all
other rights and payments relating to such Receivables, and all proceeds of any
thereof.
(Signature Pages Follow)
12
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed as of the date first above written.
CARDINAL HEALTH FUNDING, LLC
By: /s/ Ali Rizvi
-------------------------------------
Name: Ali Rizvi
Title: President
GRIFFIN CAPITAL, LLC
By: /s/ Wayne Jeu
-------------------------------------
Name: Wayne Jeu
Title: President
S-1
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
PREFERRED RECEIVABLES FUNDING
CORPORATION, as a Conduit
By: /s/ Sherri Gerner
-------------------------------------
Name: Sherri Gerner
Title: Authorized Signer
FALCON ASSET SECURITIZATION
CORPORATION, as a Conduit
By: /s/ Sherri Gerner
-------------------------------------
Name: Sherri Gerner
Title: Authorized Signer
BANK ONE, NA (MAIN OFFICE CHICAGO),
as a Financial Institution and as Agent
By: /s/ Sherri Gerner
-------------------------------------
Name: Sherri Gerner
Title: Vice President
S-2
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
LIBERTY STREET FUNDING CORP., as
a Conduit
By: /s/ Kevin P. Burns
-------------------------------------
Name: Kevin P. Burns
Title: Kevin P. Burns
THE BANK OF NOVA SCOTIA,
as a Financial Institution and as a
Managing Agent
By: /s/ Michael Eden
-------------------------------------
Name: Michael Eden
Title: Director
S-3
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
SCHEDULE A
Documents to be Delivered to the Agent and each Managing Agent
on or Prior to the Date Hereof
1. Executed copies of the New Originator Griffin RPA and the Amendment No. 2
to Purchase Agreement.
2. Amended and Restated Performance Guaranty.
3. Compliance Certificate for New Originator.
4. Amended and Restated Fee Letters for each of Bank One and Scotia.
5. New Liquidity Agreements for each Bank One Conduit and amendment to
Liquidity Agreement for the Scotia Conduit.
6. Pre-filing state and federal tax lien, judgment lien and UCC lien searches
against New Originator from the following jurisdictions:
a) Mississippi - Secretary of State
b) Ohio - Secretary of State
c) Ohio - Franklin County
7. Time stamped receipt copies of proper UCC termination statements necessary
to release all security interests and other rights of any Person in the
Receivables, Contracts or Related Security previously granted by New
Originator.
8. UCC Financing Statements (i) naming New Originator as Debtor, Griffin as
Assignor Secured Party and Funding as Secured Party filed with the
Mississippi Secretary of State and UCC Amendment to such Financing
Statement assigning Funding's interest to Bank One as Secured Party (such
amendment to be filed post- closing), (ii) naming Griffin as Debtor,
Funding as Assignor Secured Party and Bank One as Secured Party filed with
the Nevada Secretary of State and (iii) naming Funding as Debtor and Bank
One as Secured Party filed with the Nevada Secretary of State.
9. Secretary's Certificate of New Originator certifying as to its (i)
Articles or Certificate of Incorporation, duly certified within 30 days
prior to the date hereof by the Mississippi Secretary of State, (ii)
By-laws, (iii) resolutions and (iv) incumbency.
10. Secretary's Certificate of each of Griffin, Funding and Cardinal
certifying as to its (i) charter, duly certified within 30 days prior to
the date hereof by the applicable Secretary of State if such charter has
changed since May 21, 2004, or, if such charter has not changed since May
21, 2004, that there have been no changes to such charter since May 21,
2004, (ii) By-Laws or Operating Agreement if such By- Laws or Operating
Agreement has changed since May 21, 2004, or, if such
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
By-Laws or Operating Agreement has not changed since May 21, 2004, that
there have been no changes to such By-Laws or Operating Agreement since
May 21, 2004, (iii) resolutions and (iv) incumbency.
11. Secretary's Certificate of each Originator listed below certifying as to
its (i) Articles or Certificate of Incorporation, duly certified within 30
days prior to the date hereof by the applicable Secretary of State if such
Articles or Certificate have changed since May 21, 2004, or, if such
Articles have not changed since May 21, 2004, that there have been no
changes to such Articles or Certificate since May 21, 2004, (ii) By-laws
if such By-laws have changed since May 21, 2004, or, if such By-laws have
not changed since May 21, 2004, that there have been no changes to such
By-laws since May 21, 2004, (iii) resolutions and (iv) incumbency
a) Cardinal Health 106, Inc.
b) Cardinal Health 110, Inc.
12. Secretary's Certificate of Cardinal Health 2, Inc. certifying as to its
(i) Certificate of Incorporation, duly certified within 30 days prior to
the date hereof by the Secretary of State of Nevada if such Certificate
has changed since May 21, 2004, or, if such Certificate has not changed
since May 21, 2004, that there have been no changes to such Certificate
since May 21, 2004, (ii) By-Laws if such By-Laws have changed since May
21, 2004, or, if such By-Laws have not changed since May 21, 2004, that
there have been no changes to such By-Laws since May 21, 2004, (iii)
resolutions and (iv) incumbency.
13. Good Standing Certificate for each of the entities listed below issued by
the Secretaries of State of its state of incorporation and each
jurisdiction where its chief executive office or principal place of
business is located, including:
a) New Originator: Mississippi
b) Griffin: Nevada
c) Funding: Nevada
d) Cardinal: Ohio
e) Cardinal Health 106, Inc.: Massachusetts
f) Cardinal Health 110, Inc.: Delaware, Ohio
g) Cardinal Health 2, Inc.: Nevada
14. Opinions of counsels to New Originator, Funding and Griffin regarding
corporate, UCC and enforceability issues and opinions of counsels to
Originators, Cardinal and Cardinal Health 2, Inc. regarding corporate and
enforceability issues.
15. Opinion of Latham & Watkins LLP, counsel to New Originator, among other
Cardinal Entities, regarding true sale and substantive consolidation
issues.
16. Amendments to existing Collection Account Agreements with [***].
17. Second Amended and Restated Cash Management Agreement
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
18. UCC Amendments to existing Griffin and Funding filings to amend collateral
description.
19. UCC Termination Statements necessary to release all security interests and
other rights of each of Wachovia Bank, National Association (and certain
of its affiliates) and SunTrust Bank in the Receivables previously granted
by New Originator.
20. If applicable:
a) Executed copies of (i) all consents from and authorizations by any
Persons and (ii) all waivers and amendments to existing credit facilities
that are necessary in connection with the New Originator Griffin RPA or
this Amendment.
b) A direction letter executed by New Originator authorizing Griffin (and
its assigns) and directing warehouseman to allow Griffin (and its assigns)
to inspect and make copies from New Originator's books and records
maintained at off-site date processing or storage facilities.
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
Annex A
EXHIBIT IV
NAME OF COLLECTION BANKS; COLLECTION ACCOUNTS
[***] Lock-Boxes and Collection Accounts
The following Lock-Box is maintained with [***] and deposits into Account No.
[***] maintained in the name of "Griffin Capital, LLC, as Servicer":
LOCK-BOX/ P.O. ADDRESS
Williams Drug Distributors
A Cardinal Health Company
1296 Solutions Center
Dept. 771296
Chicago, IL 60677-1002
In addition, Collections are remitted directly to the following account at
[***]: Master Account No. [***] maintained in the name of "Cardinal Health,
Inc."
[***] Lock-Boxes and Collection Accounts
The following Lock-Boxes are maintained with [***] and deposit into Account No.
[***] maintained in the name of "Griffin Capital, LLC, as Servicer":
LOCK-BOX/ P.O. ADDRESS
Cardinal Health
National Accounts
P.O. Box 402605
Atlanta, GA 30384-2605
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
Cardinal Health
Albuquerque Division
P.O. Box 847359
Dallas, TX 75284-7359
Cardinal Health
Houston Division
P.O. Box 847370
Dallas, TX 75284-7370
Cardinal Health
Waco Division
P.O. Box 847384
Dallas, TX 75284-7384
Cardinal Health
Auburn Division
3712 Collections Center Drive
Chicago, IL 60693-0037
Cardinal Health
Aurora Division
3740 Collections Center Drive
Chicago, IL 60693-0037
Cardinal Health
Boston Division
3763 Collections Center Drive
Chicago, IL 60693-0037
Cardinal Health
Columbus Division
3833 Collections Center Drive
Chicago, IL 60693-0038
Cardinal Health
Denver Division
3815 Collections Center Drive
Chicago, IL 60693-0038
Cardinal Health
Kansas City Division
5042 Collections Center Drive
Chicago, IL 60693-0050
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
Cardinal Health
Minneapolis Division
5075 Collections Center Drive
Chicago, IL 60693-0050
Cardinal Health
Salt Lake City Division
5143 Collections Center Drive
Chicago, IL 60693-0051
Cardinal Health
St. Louis Division
5279 Collections Center Drive
Chicago, IL 60693-0052
Cardinal Health
Syracuse Division
5303 Collections Center Drive
Chicago, IL 60693-0053
Cardinal Health
Wheeling Division
5490 Collections Center Drive
Chicago, IL 60693-0054
Cardinal Health
Swedesboro Division
5958 Collections Center Drive
Chicago, IL 60693-0055
Cardinal Health
Ontario Division
File #56410
Los Angeles, CA 90074-6410
Cardinal Health
Valencia Division
File #56412
Los Angeles, CA 90074-6412
Cardinal Health
Sacramento Division
File #74031
P.O. Box 60000
San Francisco, CA 94160-0001
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
Cardinal Health
Los Angeles Division
File #57130
Los Angeles, CA 90074-7130
Cardinal Health
Knoxville
P.O. Box 402574
Atlanta, GA 30384-2574
Cardinal Health
Greensboro
P.O. Box 402603
Atlanta, GA 30384-2603
Cardinal Health
Jackson
P.O. Box 402586
Atlanta, GA 30384-2586
Cardinal Health
Lakeland
P.O. Box 402592
Atlanta, GA 30384-2592
Cardinal Health
Atlanta
P.O. Box 402598
Atlanta, GA 30384-2598
[***] Collection Accounts
Collections are remitted directly to Account Nos. [***], each maintained with
[***] in the name of "Griffin Capital, LLC, as Servicer."
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
Annex B
EXHIBIT X
FORM OF MONTHLY REPORT
SEE ATTACHED
Cardinal Health Funding, LLC
Amended And Restated Receivables Purchase Agreement dated May 21, 2004
Consolidated Monthly Report for the Month Ended []
CARDINAL HEALTH FUNDING, LLC
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT DATED MAY 21, 2004
CONSOLIDATED MONTHLY REPORT FOR THE MONTH ENDED []
I. RECEIVABLES ROLLFORWARD PER GENERAL LEDGER
Beginning Gross Receivables Balance per General Ledger
+ Distribution Gross Sales
+ Miscellaneous Adjustments (Interests Charges, NSF Checks, etc.) ---------------------
Total Gross Sales 0
- Cash Collections
- Miscellaneous Cash Adjustments (Cash in/cash out)
- Drug Distrib. Admin (Unallocated Cash)
- Reconciled Difference ---------------------
Total Cash Collections 0
- Returns and Allowances
- Pass Thru Credits (Returns) ---------------------
- Chargebacks (Short-pays of Invoices) 0
Total Dilution
Net A/R Reclassified to Notes
Net Intercompany
Net Bad Debt Write-offs ---------------------
Other Items (Unreconciled Difference) 0
Ending Gross Receivables Balance per General Ledger ("EGR") ---------------------
II. RECEIVABLES AGING
AMOUNT %
Current #DIV/0!
1-15 Days Past Due #DIV/0!
16-30 Days Past Due #DIV/0!
31-60 Days Past Due #DIV/0!
61-90 Days Past Due #DIV/0!
91-120 Days Past Due #DIV/0!
121+ Days Past Due #DIV/0!
Ending Gross Receivables Balance per Aging #DIV/0!
-------------------------
Intercompany #DIV/0!
-------------------------
Notes Receivable
Reconciling Differences (Net) -------------------
Ending Gross Receivables Balance per General Ledger ("EGR") -------------------
III. CALCULATION OF ELIGIBLE RECEIVABLES
Ending Gross Receivables Balance per General Ledger
("EGR") / or Per Aging (the lower amt)
Add: Prepay Receivables
- Reconciling Differences between General Ledger and
Financial Statements (Unapplied Cash)
- Receivables > 60 Days Past Due
- Bankrupt Obligors < 60 Days Past Due
- Government Receivables > 5% of EGR
- Terms 46-90 days from invoice > 5% of EGR
- Terms > 90 days from invoice other than trade show
btw 91-180 days
- Trade Show Receivables, up to 6 mo. terms, >2% of EGR
- Legal Receivables
- Cross Aging (30%)
- Accounts Payable Contra Accounts
- Rebate Accrual
- Reverse Brokerage Product Accrual - CVS
- Reverse Brokerage Profit Accrual - CVS
- Service Charges
- Reaged Accounts
- A/R Related to Obligors with Notes Created for Credit
Reasons
- Lower of credit balance > 60 dpd or eligible amount
for individual obligor -------------------
Eligible Receivables ("ER") -------------------
IV. CALCULATION OF NET RECEIVABLES BALANCE
Eligible Receivables (from III, Above)
Less Excess Concentrations (See Section V. below): -------------------
Net Receivables Balance ("NRB") -------------------
V. RATING LEVELS - CARDINAL HEALTH INC.
Moody's Investor Service - Long Term Senior Unsecured Debt Rating
Standard and Poor's - Long Term Senior Unsecured Debt Rating
Fitch - Long Term Senior Unsecured Debt Rating
VI. EXCESS CONCENTRATION COMPUTATION (FOR IV)
Moody's S&P
[***] Rating Level - Long Term Senior Unsecured Debt Rating
Eligible Applicable Concentration Excess
Receivables Percentage Limit Concentration
----------- ---------- ----- -------------
Excess Concentrations: #DIV/0! #N/A #DIV/0!
-------
- [***] #DIV/0! 7.00% #DIV/0!
-------
Cardinal Health Funding, LLC
Amended And Restated Receivables Purchase Agreement dated May 21, 2004
Consolidated Monthly Report for the Month Ended []
- [***] #DIV/0! 3.00% #DIV/0!
-------
- [***] #DIV/0! 3.00% #DIV/0!
-------
- [***] #DIV/0! 3.00% #DIV/0!
-------
- [***] #DIV/0! 5.00% #DIV/0!
-------
- [***] #DIV/0! 3.00% #DIV/0!
-------
- [***] #DIV/0! 3.00% #DIV/0!
-------
- [***] #DIV/0! 3.00% #DIV/0!
-------
- [***] #DIV/0! 4.00% #DIV/0!
------- -------
- [***] #DIV/0! 3.00% #DIV/0!
------- -------
-Other customers
Total Excess Concentrations
VII. CALCULATION OF AVAILABLE FUNDING AMOUNT
Net Receivables Balance (from IV above)
Less Aggregate Reserve (% of NRB):
Aggregate Reserve Percentage
Aggregate Reserves ----------------------
Total Available Funding Amount ----------------------
VIII. EFFECTIVE ADVANCE RATE
Total Available Funding Amount
Ending Gross Receivables Balance minus . 60 days past due
Effective Advance Rate #DIV/
IX. COMPLIANCE
DILUTION RATIO
- Three month rolling average not to exceed 5.25%
Current Prior 2 Months
Month Prior
Sales
Dilutions
Dilution Radio #DIV/0! #DIV/0! #DIV/0!
Three-month rolling Dilution Ratio #DIV/0!
AMORTIZATION EVENT ? #DIV/0!
COLLECTIONS TO SALES RATIO
- Current month not less than 75.0%
Current
Collections
Gross Sales
Collections to Sales Ratio #DIV/0!
AMORTIZATION EVENT ? #DIV/0!
PURCHASER INTEREST <100%
Aggregate Capital Outstanding (C) -
Aggregate Reserves (AR) -
Net Receivables Balance (NRB) -
C/ (NRB-AR) #DIV/0!
COMPLIANCE ? #DIV/0!
X. CONDUIT CAPITAL 800,000,000
Aggregate Deal Size 250,000,000
Maximum Prefco Capital 250,000,000
Maximum Falcon Capital 300,000,000
Maximum Liberty Street Funding Capital
PREFCO ACTUAL $$
Total Available Funding Amount -
Outstanding Capital on PREFCO -
Required Principal Paydown -
Available Increase -
FALCON ACTUAL $$
Total Available Funding Amount -
Outstanding Capital on Falcon -
Required Principal Paydown -
Available Increase -
Cardinal Health Funding, LLC
Amended And Restated Receivables Purchase Agreement dated May 21, 2004
Consolidated Monthly Report for the Month Ended []
LIBERTY STREET FUNDING ACTUAL $$
Total Available Funding Amount -
Outstanding Capital on Liberty Street Funding -
Required Principal Paydown -
Available Increase -
The undersigned hereby represents and warrants that the foregoing is a true and
accurate accounting in accordance with the Amended And Restated Receivables
Purchase Agreement dated as of May 21, 2004 and that all representations and
warranties are restated and reaffirmed.
Name: Laura Warren
Title: Director Corporate Finance
FAX INSTRUCTIONS:
Fax the Monthly Report to:
Asset-Backed Finance Portfolio Management
Fax: 312-732-2245 Tel: 312-732-3488
Attn: Veronica Gipson
Asset-Backed Treasury
Fax: 312-732-1844 Tel: 312-732-5366
Attn: PREFCO/Falcon Funding Manager
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
Annex C
SCHEDULE A
COMMITMENTS, COMPANY PURCHASE LIMITS, PAYMENT ADDRESSES;
RELATED FINANCIAL INSTITUTIONS AND MANAGING AGENT
COMMITMENTS AND PAYMENT ADDRESSES OF FINANCIAL INSTITUTIONS
Financial Institution Commitment Payment Address
--------------------- ---------- ---------------
Bank One, NA $255,000,000 Bank One, NA (Main Office Chicago)
(Main Office Chicago), Asset Backed Finance
with respect to Preferred Mail Code IL1-0594
Receivables Funding 131 South Dearborn, 7th Floor
Corporation Chicago, Illinois 60603
Attn: Transaction Management
Fax: (312) 732-4487
Bank One, NA $255,000,000 Bank One, NA (Main Office Chicago)
(Main Office Chicago), Asset Backed Finance
with respect to Falcon Asset Mail Code IL1-0594
Securitization Corporation 131 South Dearborn, 7th Floor
Chicago, Illinois 60603
Attn: Transaction Management
Fax: (312) 732-4487
The Bank of Nova Scotia $306,000,000 The Bank of Nova Scotia
One Liberty Plaza, 24th Floor
New York, NY 10006
Attn: Asset-Backed Finance Ad
ministration, Vilma Pindling
Phone: (212) 225-5410
Fax: (212) 225-6465
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
CONDUIT PURCHASE LIMITS, PAYMENT ADDRESSES AND
RELATED FINANCIAL INSTITUTIONS OF CONDUITS
Conduit Purchase Related Financial
Conduit Limit Payment Address Institutions(s)
------- ----- --------------- ---------------
Preferred $250,000,000 c/o Bank One, NA (Main Office Bank One, NA
Receivables Chicago), as Agent (Main Office
Funding Asset Backed Finance Chicago)
Corporation Mail Code IL1-0079
131 South Dearborn, 7th Floor
Chicago, Illinois 60603
Attn: Prefco Funding Manager
Fax: (312) 732-1844
Falcon Asset $250,000,000 c/o Bank One, NA (Main Office Bank One, NA
Securitization Chicago), as Agent (Main Office
Corporation Asset Backed Finance Chicago)
Mail Code IL1-0079
131 South Dearborn, 7th Floor
Chicago, Illinois 60603
Attn: Falcon Funding Manager
Fax: (312) 732-1844
Liberty Street $300,000,000 c/o The Bank of Nova Scotia The Bank of
Funding Corp. One Liberty Plaza, 24th Floor Nova Scotia
New York, NY 10006
Attn: Asset-Backed Finance
Administration, Vilma Pindling
Phone: (212) 225-5410
Fax: (212) 225-6465
AMENDMENT NO. 3 TO
RECEIVABLES PURCHASE AGREEMENT
AND CONFIRMATIONS OF TRANSFERS
MANAGING AGENTS
Purchasers Managing Agent
---------- --------------
Preferred Receivables Funding Corporation, as None
Conduit
Bank One, NA (Main Office Chicago), as Financial
Institution
Falcon Asset Securitization Corporation, as Conduit None
Bank One, NA (Main Office Chicago), as Financial
Institution
Liberty Street Funding Corp., as Conduit The Bank of Nova Scotia
The Bank of Nova Scotia, as Financial Institution
PURCHASER GROUPS
Falcon Asset Securitization Corporation, as
Conduit
Bank One, NA (Main Office Chicago), as
Financial Institution and as Agent
Preferred Receivables Funding Corporation,
as Conduit
Bank One, NA (Main Office Chicago), as
Financial Institution and as Agent
Liberty Street Funding Corp., as Conduit
The Bank of Nova Scotia, as Financial
Institution and as Managing Agent