WWW.EXFILE.COM, INC. -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.3 TO FORM 10-Q


    EXHIBIT
      10.3

     

    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.

     

    RECITALS

     

    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:

     

    
      
        
        

      

      
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    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.

     

     

     

     

    
      <Signature
        pages follow>

    

    
      
        
        

      

      
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    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 

            


    

    

    

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
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              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: 

            


    

    


    


    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
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              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: 

            


    

     

    


     

    
 

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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