Exhibit 10.1
EIGHTH AMENDMENT TO RECEIVABLES
PURCHASE AGREEMENT
THIS EIGHTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT, dated as of September 19, 2006 (this
“Amendment” ), is by and among Edwards
Lifesciences Financing LLC, a Delaware limited liability company (
“Seller” ), Edwards Lifesciences LLC, a
Delaware limited liability company (
“Servicer” ), Variable Funding Capital
Company LLC, a Delaware limited liability company (
“VFCC” ) as assignee of Blue Ridge Asset
Funding Corporation, the liquidity banks from time to time party to
the Liquidity Agreement (the “Liquidity
Banks;” together with VFCC, the
“Purchasers” ) and Wachovia Bank,
National Association, as agent for the Purchasers (the
“Agent” ), and pertains to the
Receivables Purchase Agreement dated as of December 21, 2000
amongst the parties hereto (as heretofore and hereby amended, the
“Purchase Agreement” ).
Unless otherwise defined in this Amendment capitalized terms
used herein shall have the meanings assigned to such terms in the
Purchase Agreement.
PRELIMINARY
STATEMENTS
WHEREAS,
the Seller wishes to make certain
amendments to the Purchase Agreement; and
WHEREAS,
the Agent and the Purchasers are
willing to agree to such amendments.
NOW, THEREFORE,
in consideration of the foregoing
premises and the mutual agreements herein contained and other good
and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as
follows:
1.
Amendments . The Purchase Agreement is hereby amended
as follows:
(a)
All references in the Purchase Agreement to “Blue Ridge Asset
Funding Corporation” and “Blue Ridge” are hereby
replaced with “Variable Funding Capital Company LLC”
and “VFCC,” respectively.
(b)
Sections 13.4(b) and (c) of the Purchase Agreement are hereby
combined, amended and restated in their entirety to read as
follows:
(b)
Each of the Agent and the Purchasers shall maintain and shall cause
each of its employees and officers to maintain the confidentiality
of this Agreement and the other nonpublic, confidential or
proprietary information with respect to the Seller and the
Originator and their respective businesses obtained by it or them
in connection with the structuring, negotiating, execution and
administration of the transactions contemplated herein, except that
such information may be disclosed: (i) to the Agent, the Liquidity
Banks or VFCC by each other, (ii) to any prospective or actual
assignee or participant of the Agent or any Purchaser, (iii) to any
provider of a surety, guaranty or credit or liquidity enhancement
to VFCC or any entity organized for the purpose of purchasing, or
making loans secured by, financial assets for which Wachovia acts
as the administrative agent (each, an
“Enhancer” ), (iv) to any rating agency
or
1
Commercial Paper dealer, or (v) to
any officers, directors, employees and/or external accountants,
attorneys, consultants and advisors of any of the foregoing,
provided that each such Person is informed of the
confidential nature of such information. In addition, each of
the Agent, the Purchasers and the Enhancers may disclose any such
nonpublic information to its external accountants, attorneys,
consultants and advisors and pursuant to any law, rule, regulation,
direction, request or order of any judicial, administrative or
regulatory authority or proceedings (whether or not having the
force or effect of law).
(c)
The definition of “Default Horizon Ratio”
set forth in
Exhibit I to the Purchase Agreement is hereby amended and
restat
