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Exhibit 10.23  


 
 

MEMORANDUM  



This
MEMORANDUM, dated December 3, 2005, is made by and among EDWARDS LIFESCIENCES LIMITED, a Japanese corporation (the "Seller"), APRECO, LLC, a Delaware corporation (the "Purchaser"), and CITILEASE
COMPANY LTD., a Japanese corporation (the "Agent") with respect to amendments to the Receivables Purchase Agreement dated December 4, 2002 made by and among the parties hereto, as amended thereafter
by the memorandum dated April 22, 2005 (all together collectively, the "Agreement"), in accordance with Article 20 of Exhibit A of the Agreement. 



Article
1. Definition 


Any
capitalized term used herein without definition shall have the meaning ascribed thereto in the Agreement. 


Article
2. Amendment 


The
Agreement shall be amended as follows: 


	(i)
	Termination
Date defined in Paragraph 2.A. (ix) in the Agreement shall be extended to December 3, 2008.



	(ii)
	Paragraph
2. G. in the Agreement shall be amended to read as follows: 



The
Discount shall be equal to the Purchaser's cost of funds plus (a) forty-five (45) basis points of the Capital on the Settlement Date which corresponds to the amount up to ¥ 2 billion,
(b) forty (40) basis points of the Capital on the Settlement Date which corresponds to the amount over ¥ 2 billion and up to ¥ 4 billion and (c) thirty-five (35) basis points
of the Capital on the Settlement Date which corresponds to the amount over ¥ 4 billion (the "Program and Liquidity Fee"). Such cost of funds shall be comprised of each of the following
actual documented costs of the Purchaser that are directly related to the relevant Purchase: (i) the Purchaser's cost of commercial paper or senior debt (or the Purchaser's backstop bank liquidity
funding cost if the commercial paper market is not available on the relevant date), (ii) the dealer fee relating to the placement of such commercial paper, (iii) the foreign exchange swap cost, and
(iv) Purchaser's administrative costs including, but not limited to, the credit enhancement cost, rating agency fees, and any reasonable professional fees. The Program and Liquidity Fee shall be
determined on an annual basis depending on the liquidity market conditions, subject to mutual agreement between the Seller and the Agent. 



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Article
3. Effective Date 


This
Memorandum shall become effective on the date of execution thereof. 


Article
4. Integrity 


	A.
	This
Memorandum shall constitute an integral part of the Agreement.



	B.
	Except
as expressly provided herein, the provisions of the Agreement remain in full force.



	C.
	If
there is any inconsistency or controversy between this Memorandum and the Agreement or any agreements to which the Seller is a party or regarded as a party, this Memorandum shall
prevail between the parties hereto. 




Article
5. Validity etc. 


In
case any provision in or obligation under this Memorandum shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of or obligations
under this Memorandum shall not be affected or impaired thereby. 


Article
6. Jurisdiction and Governing Law 


	A.
	The
parties hereto agree that the Tokyo District Court shall have the exclusive first-instance jurisdiction over any and all disputes relating to this Memorandum.



	B.
	This
Memorandum shall be governed by and interpreted in accordance with the laws of Japan. 


[INTENTIONALLY
LEFT BLANK] 


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IN
WITNESS WHEREOF, the parties hereto have caused this Memorandum to be executed by their respective duly authorized representatives. 



	 	 	EDWARDS LIFESCIENCES LIMITED
	

 	
 	

/s/
 Name:

Title:
	

 	
 	

APRECO, LLC

Citilease Company Ltd.,

attorney-in-fact for ARECO, LLC
	

 	
 	

/s/
 Name:

Title:
	

 	
 	

CITILEASE COMPANY LTD.
	

 	
 	

/s/
 Name:

Title:




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MEMORANDUM