Exhibit 10.1
NINTH AMENDMENT
TO RECEIVABLES PURCHASE AGREEMENT
THIS NINTH
AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated
as of September 18, 2007 (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)
The definition of “Liquidity
Termination Date” set forth in Exhibit I to the
Purchase Agreement is hereby amended and restated in its entirety
to read as follows:
“Liquidity
Termination Date” means the earlier to occur
of (a) September 16, 2008, and (b) the date on which a Downgrading
Event with respect to a Liquidity Bank shall have occurred and been
continuing for not less than 45 days, and either (i) the Downgraded
Liquidity Bank shall not have been replaced by an Eligible Assignee
pursuant to the Liquidity Agreement or (ii) the Liquidity
Commitment of such Downgraded Liquidity Bank shall not have been
funded or collateralized in such a manner that will avoid a
reduction in or withdrawal of the credit rating applied to the
Commercial Paper to which such Liquidity Agreement applies by any
of the rating agencies then rating such Commercial Paper.
(b)&nbs
