Exhibit 10.1
OMNIBUS AMENDMENT AND ASSIGNMENT AGREEMENT, dated as of September 1, 2023 (this Agreement), among Griffin
Capital, LLC, a Nevada limited liability company (Griffin Capital), as original servicer (Original Servicer), Cardinal Health Funding, LLC, a Nevada limited liability company (Funding), as
original seller (Original Seller), Cardinal Health 23, LLC (CH-23), a Nevada limited liability company, as new servicer (New Servicer), Cardinal Health
23 Funding, LLC, a Nevada limited liability company (CH-23 Funding), as additional seller (Additional Seller and together with the Original Seller, the
Sellers), Cardinal Health, Inc., an Ohio corporation (Cardinal), as performance guarantor (the Performance Guarantor), Cardinal Health 110, LLC, a Delaware limited liability company (CH-110), as originator (the Originator), Cardinal Health 2, LLC, a Nevada limited liability company (CH-2), as administrator,
MUFG Bank, Ltd. (MUFG) (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch), as the Agent (in such capacity, the Agent), a Managing Agent and a Financial Institution, PNC Bank, National Association
(PNC), as the LC Bank, a Managing Agent and a Financial Institution, The Bank of Nova Scotia (BNS), as a Managing Agent and a Financial Institution, Bank of America, National Association
(BofA), as a Managing Agent and a Financial Institution, Wells Fargo Bank, N.A. (Wells Fargo), as a Managing Agent and a Financial Institution, and Liberty Street Funding LLC (Liberty Street)
and Victory Receivables Corporation (Victory), as Conduits.
RECITALS
WHEREAS, each of Leader Drugstores, Inc., a Delaware corporation (Leader), Cardinal Health Pharmacy Services, LLC, a
Delaware limited liability company (Pharmacy), Medicine Shoppe International, Inc., a Delaware corporation (Medicine), Cardinal Health 108, Inc., a Delaware limited liability company (CH-108), Cardinal Health Systems, Inc., an Ohio corporation (Health Systems), Cardinal Health 112, LLC, a Delaware limited liability company
(CH-112), and Medicap Pharmacies Incorporated (Medicap), as Approved Sub-Originators, entered in a Receivables Sale Agreement with CH-110, as purchaser (collectively, as any such agreements may have been or may be further amended, restated, supplemented, or otherwise modified from time to time, the First Step Sale
Agreements);
WHEREAS, CH-110, as seller, in turn entered into the Second Amended and
Restated Receivables Purchase and Sale Agreement, dated as of May 21, 2004, with Griffin Capital, as purchaser, as amended by the Amendment No. 1, effective as of June 20, 2007, the Amendment No. 2, effective as of
November 19, 2007, the Omnibus Amendment and Waiver, dated as of December 15, 2009, and the Third Amendment thereto, dated as of March 25, 2010 (as may have been or may be further amended, restated, supplemented, or otherwise modified
from time to time, the Second Step Sale Agreement);
WHEREAS, Griffin Capital, as transferor, in turn entered into the
Amended and Restated Receivables Sale Agreement, dated as of May 21, 2004, with Funding, as transferee, as amended by the Omnibus Amendment and Reaffirmation of Performance Guaranty, dated as of August 18, 2004, the Omnibus Limited Waiver
and Second Omnibus Amendment and Reaffirmation of Performance Guaranty, dated as of September 24, 2004, the Omnibus Amendment, dated as of June 20, 2007, the Omnibus Amendment and Waiver, dated as of December 15, 2009, the Fourth
Amendment thereto, dated as of March 25, 2010, the Fifth Amendment thereto, dated as of November 1, 2014 (as may have been or may be further amended, restated, supplemented, or otherwise modified from time to time, the Third Step
Sale Agreement and, together with the Subordinated Note issued by Funding in favor of Griffin Capital pursuant thereto (the Subordinated Note), the Third Step Sale Documents);