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Exhibit 10.19  


 
  SIXTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT    
    



        THIS SIXTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of December 20, 2004 (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. 



        (a)   Section 8.3
of the Purchase Agreement is hereby amended to delete "an Amortization Event:" in each place where it appears and to substitute in lieu thereof "an
Unmatured Amortization Event or Amortization Event". 


        (b)   Section 9.1(h)
of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: 




        (h)   As
at the end of any Calculation Period: 


          (i)  the
three-month rolling average Delinquency Ratio shall exceed 2.00%, 


         (ii)  the
three-month rolling average Default Trigger Ratio shall exceed 3.75%, or 


        (iii)  the
three-month rolling average Dilution Ratio shall exceed 2.00%. 


        2.     Representations and Warranties. In order to induce Blue Ridge and the Agent, on behalf of the other Purchasers, to enter
into this Amendment, each of the Seller Parties hereby represents and warrants to Blue Ridge and the Agent, on behalf of the other Purchasers, as follows: 



        (a)   The
execution and delivery by such party of this Amendment, and the performance of its obligations under the Purchase Agreement as amended hereby, are within such
party's organizational powers and authority and have been duly authorized by all necessary organizational action on its part; 


        (b)   This
Amendment has been duly executed and delivered by such party, and the Purchase Agreement, as amended hereby, constitutes such party's legal, valid and binding
obligation, enforceable against such party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating
to or limiting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and 


        (c)   As
of the date hereof, no event has occurred and is continuing that will constitute an Amortization Event or an Unmatured Amortization Event. 








 





        3.     Conditions Precedent. This Amendment shall become effective as of the date first above written upon: 



        (a)   execution
and delivery to the Agent of a counterpart hereof by each of the parties hereto, 


        (b)   execution
and delivery to the Agent of a counterpart of an amended and restated Fee Letter by each of the parties thereto, and 


        (c)   the
Agent's receipt of a fully-earned and non-refundable amendment fee of $15,000 in immediately available funds. 




        4.     Miscellaneous. 



        (a)   CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF
CONFLICTS) OF THE STATE OF NEW YORK. 


        (b)   Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. 



        (c)   Ratification of Purchase Agreement. Except as expressly amended hereby, the Purchase Agreement remains unaltered and in
full force and effect and is hereby ratified and confirmed. 



2










        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the
date hereof. 



	 	 	EDWARDS LIFESCIENCES FINANCING LLC
	

 	
 	

By:	

/s/  CORINNE H. LYLE      

	 	 	Name: Corinne H. Lyle

Title: Corporate Vice President, Chief Financial Officer and Treasurer
	

 	
 	

EDWARDS LIFESCIENCES LLC
	

 	
 	

By:	

/s/  CORINNE H. LYLE      

	 	 	Name: Corinne H. Lyle

Title: Corporate Vice President, Chief Financial Officer and Treasurer




[Signature Page to Sixth Amendment to Edwards RPA] 









	 	 	BLUE RIDGE ASSET FUNDING CORPORATION
	

 	
 	

BY: WACHOVIA CAPITAL MARKETS, LLC,

ITS ATTORNEY IN FACT
	

 	
 	

By:	

/s/  DOUGLAS R. WILSON, SR.      

	 	 	Name: Douglas R. Wilson, Sr.

Title: Vice President
	

 	
 	

WACHOVIA BANK, NATIONAL ASSOCIATION,

AS A LIQUIDITY BANK AND AS AGENT
	

 	
 	

By:	

/s/  KENNY KARPOWICZ      

	 	 	Name: Kenny Karpowicz

Title: Vice President




[Signature Page to Sixth Amendment to Edwards RPA] 











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SIXTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT