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Exhibit 10.40    
  


 
 

SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT    
  


        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. 


 
 

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)  The
table in the definition of "Obligor Concentration Limit" set forth in the Agreement is hereby amended to replace "2%"
where it appears in the bottom right-hand cell therein with "1.5%". 


        (b)  The
definition of "Required Reserve Factor Floor" set forth in the Agreement is hereby amended and restated in its
entirety to read as follows: 


        "Required Reserve Factor Floor" means, for any Calculation Period, the sum (expressed as a percentage) of (a) 18.0% plus
(b) the product of the Adjusted Dilution Ratio and the Dilution Horizon Ratio, in each case, as of the immediately preceding Cut-Off Date. 




        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)  receipt
by the Agent of a fully-earned and non-refundable amendment fee of $10,000 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. 






 

        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:	

 Name: Bruce J. Bentcover

Title: Chief Financial Officer
	

 	
 	
EDWARDS LIFESCIENCES LLC


	

 	
 	

By:	

 Name: Bruce J. Bentcover

Title: Chief Financial Officer
	

 	
 	
BLUE RIDGE ASSET FUNDING CORPORATION


	 	 	BY: WACHOVIA BANK, N.A., ITS ATTORNEY IN FACT
	

 	
 	

By:	

 Name:

Title:
	

 	
 	
WACHOVIA BANK, N.A., AS A LIQUIDITY BANK AND AS AGENT


	

 	
 	

By:	

 Name:

Title:




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Exhibit 10.40


SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT

PRELIMINARY STATEMENTS