<PAGE>
EXHIBIT 10.01
[***] indicates the omission of
confidential portions for which confidential
treatment has been requested. Such
confidential information has been filed
separately with the Securities and Exchange
Commission.
AMENDMENT NO. 4 TO
AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
This AMENDMENT NO. 4 TO AMENDED AND RESTATED RECEIVABLES
PURCHASE
AGREEMENT(this "AMENDMENT"), dated as of
February 3, 2005, by and among Cardinal
Health Funding, LLC, a Nevada limited
liability company, as Seller ("SELLER"),
Griffin Capital, LLC, a Nevada limited
liability company, 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 JPMorgan Chase
Bank, N.A. (successor by merger to Bank
One, NA (Main Office Chicago), as the
Agent (the "AGENT").
RECITALS
Seller, 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, as further amended
by the Omnibus Limited Waiver and
Second Omnibus Amendment thereto, dated as
of September 24, 2004, and as further
amended by the Amendment No. 3 thereto,
dated as of September 30, 2004 (as
heretofore amended, the "PURCHASE
AGREEMENT").
Seller, Servicer, the Purchasers, the Managing Agents and the
Agent
now desire to amend a certain provision of
the Purchase Agreement upon the terms
and subject to the conditions set forth
herein to provide for a Special
Concentration Limit for [***].
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 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 "Concentration Limit" 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:
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"Concentration Limit" means, at any time, for any Obligor,
three
percent (3%) of the aggregate Outstanding
Balance of all Receivables that are
Eligible Receivables, or such other amount
(a "Special Concentration Limit") for
such Obligor designated by the Agent;
provided, that the Rating Agencies then
rating the Commercial Paper notes of the
Scotia Conduit shall have confirmed
that the ratings of the Commercial Paper
notes of the Scotia Conduit will not be
downgraded or withdrawn as a result of any
designation by the Agent of any new
Obligor subject to a Special Concentration
Limit or any increase by the Agent of
an existing Special Concentration Limit
percentage; and provided, further, that
in the case of an Obligor and any Affiliate
of such Obligor, the Concentration
Limit shall be calculated as if such
Obligor and such Affiliate are one Obligor;
and provided, further, that the Agent or
any Managing Agent may, upon not less
than three Business Days' notice to Seller,
cancel any Special Concentration
Limit; and provided, further, the Special
Concentration Limit for the Obligor
[***] shall be automatically cancelled if,
at any time, the senior unsecured
long-term debt rating of [***] shall fall
below BBB- (or is withdrawn), as
determined by S&P, or shall fall below
Baa3 (or is withdrawn), as determined by
Moody's. The following Special
Concentration Limits have been established by the
Agent for the following Obligors:
<TABL
