0001104659-05-046647 Sample Contracts

SEVENTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • September 30th, 2005 • Edwards Lifesciences Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York

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.

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Contract
Edwards Lifesciences Corp • September 30th, 2005 • Orthopedic, prosthetic & surgical appliances & supplies • New York

FIRST AMENDMENT dated as of September 29, 2005 (this “First Amendment”), among EDWARDS LIFESCIENCES CORPORATION, a Delaware corporation (the “Company”); the LENDERS (as defined in the Credit Agreement referred to below); JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders (the “Administrative Agent”).

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