0001047469-03-008802 Sample Contracts

SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • March 14th, 2003 • Edwards Lifesciences Corp • Services-commercial physical & biological research • New York

THIS SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of September 20, 2001 (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, N.A., 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.

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AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • March 14th, 2003 • Edwards Lifesciences Corp • Services-commercial physical & biological research • New York

Seller, Edwards, Blue Ridge and the Agent are parties to that certain Receivables Purchase Agreement, dated as of December 21, 2000 (the "RPA").

THIRD AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • March 14th, 2003 • Edwards Lifesciences Corp • Services-commercial physical & biological research • New York

THIS THIRD AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of March 8, 2002 (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, N.A., 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.

Receivables Purchase Agreement
Receivables Purchase Agreement • March 14th, 2003 • Edwards Lifesciences Corp • Services-commercial physical & biological research

This Receivables Purchase Agreement (this "Agreement"), dated December 4, 2002, is made by and among EDWARDS LIFESCIENCES LIMITED, a Japanese corporation (the "Seller"), APRECO, INC., a Delaware corporation acting through its Tokyo branch (the "Purchaser") and CITILEASE COMPANY LIMITED, a Japanese corporation (the "Agent").

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