AMENDMENT NO. 5
TO
AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
This AMENDMENT NO.
5 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT(this
“Amendment” ), dated as of
September 29, 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”
).
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, as further amended by the Amendment
No. 3 thereto, dated as of September 30, 2004, and as
further amended by the Amendment No. 4 thereto, dated as of
February 3, 2005 (as heretofore amended, the
“Purchase Agreement” ).
Seller, Servicer,
the Purchasers, the Managing Agents and the Agent now desire to
amend the Purchase Agreement upon the terms and subject to the
conditions set forth herein.
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 September 28,
2006.
AMENDMENT NO. 5 TO
RECEIVABLES PURCHASE AGREEMENT
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 Seller and Servicer contained in
the Purchase Agreement, as amended hereby, and in each other
Transaction Document (other than those that speak expressly only
as
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