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Exhibit 10.39    
  


        AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT  


        THIS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT (this
"Amendment"), dated as of February 1, 2001, is entered into by and among: 



        (a)  Edwards
Lifesciences Financing LLC, a Delaware limited liability company ("Seller"), 


        (b)  Edwards
Lifesciences LLC, a Delaware limited liability company ("Edwards"), as initial Servicer, 


        (c)  Blue
Ridge Asset Funding Corporation, a Delaware corporation ("Blue Ridge"), and 


        (d)  Wachovia
Bank, N.A., as agent for Blue Ridge and its assigns under the Transaction Documents and under the Liquidity Agreement (together with its successors and assigns
in such capacity, the "Agent"). 


Unless defined elsewhere herein, capitalized terms used in this Amendment shall have the meanings assigned to such terms in Exhibit I to the RPA (as defined
below).


 
 

PRELIMINARY STATEMENTS    
  


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


        The
parties desire to amend the RPA in accordance with the terms hereof. 


 
 

ARTICLE I.    
    
    AMENDMENTS    
  


Section 1.1    Amendment to Section 1.1(a) of the RPA.    


        Section 1.1(a)
of the RPA is hereby amended and restated in its entirety as follows: 



        (a)  Upon
the terms and subject to the conditions of this Agreement (including, without limitation, Article VI), from time to time prior to the Facility Termination
Date, Seller will sell to Blue Ridge, and Blue Ridge will purchase from Seller, undivided ownership interests in the Receivables and the associated Related Security and Collections;  provided that
no Purchase shall be made by Blue Ridge if, after giving effect thereto, either (i) the Aggregate Invested Amount would exceed the
Purchase Limit, or (ii) the aggregate of the Receivable Interests would exceed 100%. It is the intent of Blue Ridge to fund the Purchases by the issuance of Commercial Paper. If for any reason
Blue Ridge is unable, or determines that it is undesirable, to issue Commercial Paper to fund or maintain its investment in the Receivable Interests, or is unable for any reason to repay such
Commercial Paper upon the maturity thereof, Blue Ridge will avail itself of a Liquidity Funding to the extent available. If Blue Ridge funds or refinances its investment in a Receivable Interest
through a Liquidity Fundings, in lieu of paying CP Costs on the Invested Amount pursuant to Article III hereof, Seller will pay Yield thereon at the Alternate Base Rate or the LIBO Rate,
selected in accordance with Article IV hereof. Nothing herein shall be deemed to constitute a commitment of Blue Ridge to issue Commercial Paper. 




Section 1.2    Amendment to Section 1.2 of the RPA.    


        Section 1.2
of the RPA is hereby amended and restated in its entirety as follows: 



        Seller
shall provide the Agent with at least two (2) Business Days' prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a  "Purchase Notice"). Each
Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall
specify the requested Purchase Price (which shall not be less than $1,000,000 or a larger integral multiple of $100,000) and the Purchase Date (which, in the case of any Incremental Purchase after the
initial Purchase hereunder, shall only be on a Settlement Date). 






 


Following receipt of a Purchase Notice, the Agent will determine whether Blue Ridge will fund the requested Incremental Purchase through the issuance of Commercial Paper or through a Liquidity
Funding, and Blue Ridge will fund such Incremental Purchase in accordance with the Agent's determination. On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in
Article VI, Blue Ridge shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to the requested Purchase Price. 




Section 1.3    Amendment to Section 2.5 of the RPA.    


        Section 2.5
of the RPA is hereby deleted in its entirety. 


 
 

ARTICLE II.    
    
    MISCELLANEOUS    
  


Section 2.1    Full Force and Effect.    


        This
Amendment amends the terms and conditions of the RPA and, except as amended hereby, all such terms and conditions in the RPA shall remain unmodified and in full force and effect and
are incorporated by reference herein to the same extent as though fully set forth herein. 


Section 2.2    CHOICE OF LAW.    



        THIS
AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, without regard to the principles of conflicts of laws thereof OTHER THAN SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW. 


Section 2.3    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 Amendment. 


<signature pages follow>


2








        IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Receivables Purchase Agreement to be executed and
delivered by their duly authorized officers or attorneys-in-fact as of the date hereof. 



	EDWARDS LIFESCIENCES FINANCING LLC


	

By:	

 Name:

Title:





	

 	

Address:	

One Edwards Way

M/S 27X

Irvine, California 92614

Attention: Dan Gallagher

Telephone: (949) 250-2250

Facsimile: (949) 250-2248





	

EDWARDS LIFESCIENCES LLC
	

By:	

 Name:

Title:





	

 	

Address:	

One Edwards Way

M/S 27X

Irvine, California 92614

Attention: Dan Gallagher

Telephone: (949) 250-2250

Facsimile: (949) 250-2248




[Signature
Page] 







	BLUE RIDGE ASSET FUNDING CORPORATION
	
BY: WACHOVIA BANK, N.A., ITS ATTORNEY-IN-FACT
	

By:	

 Name:

Title:





	

 	

Address:	

Blue Ridge Asset Funding Corporation

100 North Main Street

Winston—Salem, North Carolina 27150

Attention: John Dillon

Telephone: (336) 732-2690

Facsimile: (336) 732-5021
	

 	

 	

with a copy to:
	

 	

 	

Blue Ridge Asset Funding Corporation

c/o AMACAR Group, LLC

6525 Morrison Blvd., Suite 318

Charlotte, North Carolina 28211

Attention: Douglas K. Johnson

Telephone: (704) 365-0569

Facsimile: (704) 365-1362





	
WACHOVIA BANK, N.A., as a Liquidity Bank and as Agent
	

By:	

 Name:

Title:





	

 	

Address:	

Wachovia Bank, NA

191 Peachtree Street, 26th Floor

GA-403

Atlanta, Georgia 30303

Attention: Elizabeth Wagner

Telephone: (404) 332-1398

Facsimile: (404) 332-5152




[Signature
Page] 









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Exhibit 10.39


PRELIMINARY STATEMENTS

ARTICLE I. AMENDMENTS

ARTICLE II. MISCELLANEOUS