Exhibit 10.2
SEVENTH AMENDMENT TO RECEIVABLES
PURCHASE AGREEMENT
THIS SEVENTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT, dated as of September 27, 2005 (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” ), Blue Ridge Asset Funding
Corporation, a Delaware corporation ( “Blue
Ridge” ), the liquidity banks from time to time party
to the Liquidity Agreement (the “Liquidity
Banks;” together with Blue Ridge, 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)
The definition
of “Default Horizon
Ratio” set forth in Exhibit I
to the Purchase Agreement is hereby amended and restated in its
entirety to read as follows:
“Default Horizon
Ratio” means,
as of any Cut-Off Date, the ratio (expressed as a decimal) computed
by dividing (i) the aggregate sales generated by the
Originator during the four (4) Calculation Periods ending on
such Cut-Off Date, by (ii) the Net Pool Balance as of such
Cut-off Date.
(b)
Clause
(iii) of the definition of “ Eligible Receivable ” set forth in
Exhibit I to the Purchase Agreement is hereby amended and
restated in its entirety to read as follows:
(iii) which is not a Delinquent
Receivable, a Defaulted Receivable or owing from an Obligor as to
which more than 50% of the aggregate Outstanding Balance of all
Receivables owing from such Obligor are Defaulted
Receivables,
(c)
The last two
sentences of the definition of “ Eligible Receivable ” set forth in
Exhibit I to the Purchase Agreement are hereby amended and
restated in their entirety to read as follows:
