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Exhibit
10.1
AMENDMENT NO. 2
TO
SECOND AMENDED AND
RESTATED
RECEIVABLES PURCHASE
AGREEMENT
This AMENDMENT NO. 2 TO
SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of October 30, 2007, by and
among Cardinal Health Funding, LLC (“ Funding
”), Griffin Capital, LLC, individually and as Servicer under
and as defined in the Receivables Purchase Agreement referred to
below (“ Griffin ” or “ 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
JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA
(Main Office Chicago)), as the Agent (the “ Agent
”).
RECITALS
Funding, Servicer, the
Purchasers, the Managing Agents and the Agent have entered into
that certain Second Amended and Restated Receivables Purchase
Agreement, dated as of October 31, 2006, as amended by the
Omnibus Amendment thereto, dated as of June 20, 2007 (as
amended, the “Purchase Agreement”), which amended and
restated that certain Amended and Restated Receivables Purchase
Agreement, dated as of May 21, 2004, as amended from time to
time;
Funding and the Servicer has
requested, and the Purchasers, the Managing Agents and the Agent
have agreed, on the terms set forth herein, to extend the Liquidity
Termination Date.
AGREEMENT
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 otherwise defined herein
shall have the respective meanings assigned thereto in the Purchase
Agreement, as amended hereby.
Section 2. Amendment to
Purchase Agreement . Subject to the terms and conditions set
forth herein, the definition of “Liquidity Termination
Date” set forth in Exhibit I to the Purchase Agreement is
hereby amended by amending and restating, in its entirety, such
definition where it appears therein to read as follows:
“ Liquidity
Termination Date ” means December 14,
2007.
Section 3. 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) Amendment . The
Agent and each Managing Agent shall have received executed
counterparts of this Amendment, duly executed by each of the
parties hereto.
(b) Representations and
Warranties . As of the date hereof, both before and after
giving effect to this Amendment, 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, no Amortization Event or Potential
Amortization Event shall have occurred and be continuing (and by
its execution hereof, each of Fundin
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