AMENDMENT #10 TO CREDIT AND SECURITY AGREEMENT and AMENDMENT #3 TO FEE LETTERS

 

 

THIS AMENDMENT #10 TO CREDIT AND SECURITY AGREEMENT AND AMENDMENT #3 TO FEE LETTERS (this “Amendment”) is entered into by the undersigned parties as of August 8, 2007 with respect to

 

(1)           the Credit and Security Agreement dated as of August 16, 2002 by and among Boston Scientific Funding LLC, a Delaware limited liability company formerly known as Boston Scientific Funding Corporation, a Delaware corporation (“Borrower”), Boston Scientific Corporation, a Delaware corporation, as initial Servicer, Variable Funding Capital Company LLC, a Delaware limited liability company as assignee of Blue Ridge Asset Funding Corporation (“VFCC”), Victory Receivables Corporation, a Delaware corporation (“Victory”), The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (formerly known as The Bank of Tokyo-Mitsubishi, Ltd., New York Branch), individually as a Liquidity Bank and as Victory Agent and Wachovia Bank, National Association, individually as a Liquidity Bank, as VFCC Agent and as Administrative Agent, as amended from time to time (the “Credit and Security Agreement”); and

 

(2)           each of the Fee Letters described in the Credit and Security Agreement, as amended (the “Amended Fee Letters”).

 

Unless defined elsewhere herein, capitalized terms used in this Amendment shall have the meanings assigned to such terms in the Credit and Security Agreement.

 

 

WHEREAS, the Borrower, the initial Servicer, Victory, VFCC, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, individually as a Liquidity Bank and as Victory Agent and Wachovia Bank, National Association, individually, as a Liquidity Bank, as VFCC Agent and as Administrative Agent entered into the Credit and Security Agreement;

 

WHEREAS, the Borrower has requested that the Agents amend the Credit and Security Agreement as hereinafter set forth; and

 

WHEREAS, as a condition to agreeing to the requested amendment to the Credit and Security Agreement, the Agents have requested the amendment to the Amended Fee Letters hereinafter set forth.

 

NOW THEREFORE, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:

 

1.             Amendments.

 

(a)           The following definition in the Credit and Security Agreement is hereby amended and restated in its entirety to read as follows:

 

 “Scheduled Termination Date” means, as to each Liquidity Bank, the earlier to occur of August 6, 2008 and the date on which its Liquidity Commitment terminates in accordance with the Liquidity Agreement to which it is a party, in either of the foregoing cases, unless extended by agreement of such Liquidity Bank in accordance with Section 1.8.

 

(b)           The “Program Fee” (under and as defined in each of the Amended Fee Letters) is hereby increased by 2.5 basis points per annum.

 

2.             Conditions Precedent to Effectiveness.  The effectiveness of this Amendment is subject to the conditions precedent that:

 

(a)           The Agents shall have received counterparts hereof duly executed by each of the parties hereto,

 

(b)           Victory shall have received counterparts of an amendment to the Victory Liquidity Agreement extending the term thereof through August 6, 2008, and

 

(c)           VFCC shall have received counterparts of an amendment to the VFCC Liquidity Agreement extending the term thereof through August 6, 2008.

 

The signatures of Victory and VFCC on counterparts of this Amendment shall constitute confirmation that conditions (b) and (c), respectively, have been satisfied.

 

3.             Scope of Amendment.  Except as expressly amended hereby, each of the Credit and Security Agreement and the Amended Fee Letters remains in full force and effect in accordance with its terms and this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the other terms, conditions, obligations, covenants or agreements contained in the Credit and Security Agreement or Amended Fee Letters, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

 

4.             Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

 

5.             Counterparts.  This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument.

 

 

 

 

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.

 

BOSTON SCIENTIFIC FUNDING LLC     By:       ________________________________ Name:  Milan Kofol Title:  Vice President and Treasurer   BOSTON SCIENTIFIC CORPORATION, as Servicer     By:       ________________________________ Name:  Milan Kofol Title:  Vice President, Treasurer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VARIABLE FUNDING CAPITAL COMPANY LLC     BY:  WACHOVIA CAPITAL MARKETS, LLC, ITS ATTORNEY-IN-FACT By:     ________________________________ Name: Title:   WACHOVIA BANK, NATIONAL ASSOCIATION, individually as a Liquidity Bank, as VFCC Agent and as Administrative Agent   By:     ________________________________ Name: Title:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VICTORY RECEIVABLES CORPORATION   By:      ________________________________ Name: Title:     THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Liquidity Bank     By:      ________________________________ Name: Title:       THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Victory Agent     By:     ________________________________ Name: Title: