exv10w7






Exhibit 10.7




EXECUTION COPY




AMENDMENT #4 TO AMENDED AND RESTATED 

CREDIT AND SECURITY AGREEMENT




     THIS AMENDMENT #4 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) is
entered into by the undersigned parties as of October 29, 2010 with respect to the Amended and
Restated Credit and Security Agreement dated as of November 7, 2007 by and among Boston Scientific
Funding LLC, a Delaware limited liability company (“Borrower”), Boston Scientific Corporation
(“BSC”), a Delaware corporation, as initial Servicer, Old Line Funding, LLC, a Delaware limited
liability company (“Old Line”), Victory Receivables Corporation, a Delaware corporation
(“Victory”), Liberty Street Funding LLC, a Delaware limited liability company (“Liberty Street”),
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, individually as a Liquidity Bank for
Victory and as Victory Agent, The Bank of Nova Scotia, individually and as a Liquidity Bank for
Liberty Street and as Liberty Street Agent (in such capacity, “Liberty Street Agent”), and Royal
Bank of Canada, a Canadian chartered bank acting through a New York branch, in its capacity as
Liquidity Bank for Old Line, as Old Line Agent and as Administrative Agent, as heretofore amended
(the “Credit and Security Agreement”); and



     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, Old Line, Liberty Street, The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch, individually as a Liquidity Bank and as Victory Agent,
The Bank of Nova Scotia, individually as a Liquidity Bank and as Liberty Street Agent, and Royal
Bank of Canada, individually, as a Liquidity Bank, as Old Line Agent and as Administrative Agent
entered into the Credit and Security Agreement; and



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



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



     1. Amendments to Credit and Security Agreement.


          (a) Clause (ii) of Section 9.1(h) of the Credit and Security Agreement is hereby amended to
read as follows:




(ii) the three-month rolling average Dilution Ratio shall exceed 7.25% for any other
three-month period,


          (b) The definition of “Transaction Documents” in Exhibit I to the Credit and Security
Agreement is hereby amended to include an expanded description of the agreements pursuant to which
Acquired Receivables are purchased or acquired and now reads as follows:



 









 









“Transaction Documents” means, collectively, this Agreement (including any Assignment and
Acceptance Agreements), each Borrowing Request, the Receivables Sale Agreement, each Joinder
Agreement, each Collection Account Agreement, the Amended Fee Letters, each of the
Subordinated Notes (as defined in the Receivables Sale Agreement), the Liquidity Agreements,
each asset purchase or other agreement pursuant to which Acquired Receivables are purchased
or acquired by a Seller (as defined in the Receivables Sale Agreement), and all other
instruments, documents and agreements executed and delivered in connection herewith.


          (c) Exhibit XII to the Credit and Security Agreement referred to in the definition of
“Acquired Receivables” is hereby amended to include Receivables generated by Guidant Sales LLC
(formerly Guidant Sales Corporation), a Subsidiary of BSX and now reads as attached hereto.



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


          (a) counterparts hereof duly executed by each of the parties hereto,


          (b) (x) copies of the proper financing statements (Form UCC-1) to be filed in (i) the office
of the Secretary of State of the State of Indiana naming Guidant Delaware Holding Corporation
(“Guidant Holding”) as assignee/secured party and Guidant Sales LLC (“Guidant
Sales”) as assignor/debtor (and Cardiac Pacemakers, Inc. (“CPI”), as assignor/secured
party), (ii) the office of the Secretary of State of the State of Minnesota naming BSX as
assignee/secured party and CPI as assignor/debtor (and Guidant Holding, as assignor/secured party),
and (iii) the office of the Secretary of State of the State of Delaware naming BSX as
assignee/secured party and Guidant Holding as assignor/debtor, in each case, describing in
reasonable detail the Acquired Receivables acquired by BSX pursuant to the Assignment and
Assumption Agreement effective as of July 31, 2010 (together with the Assignment and Assumption
Agreement effective as of July 31, 2010 between Guidant Sales and CPI and the Assignment and
Assumption Agreement effective as of July 31, 2010 between CPI and Guidant Holding, the
“Guidant Assignment Agreement”), between BSX and Guidant Holding and (y) a copy of a proper
financing statement (Form UCC-3) to be filed in the office of the Secretary of State of the State
of Indiana naming BSX as assignee/secured party and Guidant Holding as assignor/secured party
assigning to BSX as a mater of record the UCC-1 financing statement described in preceding clause
(x)(i);


          (c) written search reports listing all effective UCC financing statements that name Guidant
Sales, CPI and Guidant Holding as debtor, seller or assignor and that are filed in the States of
Indiana, Minnesota and Delaware, respectively, together with copies of such financing statements
(none of which, except for those that have been terminated or described in the foregoing subsection
(b), shall cover any Receivable or any Related Asset related to any Receivable which is to be sold
or contributed by BSX to the Borrower under the Receivables Sale Agreement); and


          (d) evidence of the execution and delivery by each of the parties thereto of the Guidant
Assignment Agreement.



 









 








     3. Representations and Warranties. In order to induce the Conduits, the Liquidity Banks, the
Agents and the Administrative Agent to execute, deliver and perform this Amendment, the Loan
Parties hereby represent and warrant that (i)(1) each party thereto has the corporate power and
authority, and has been duly authorized, to execute the Guidant Assignment Agreement and to carry
out the transactions contemplated thereby and (2) the Guidant Assignment Agreement is a legal,
valid and binding obligation of each party thereto, enforceable against such party in accordance
with its terms, subject to appropriate bankruptcy and public policy exceptions, (ii) Guidant Sales
has instructed (i) the Obligors of the Acquired Receivables acquired by BSX under the Guidant
Assignment Agreement to pay all future Collections to a Lockbox or Collection Account listed on
Exhibit IV to the Credit and Security Agreement and (ii) the bank holding the lockbox or account
into which Collections on such Acquired Receivables are paid to automatically transfer any such
Collections to a Lockbox or Collection Account listed on Exhibit IV to the Credit and Security
Agreement and (iii) after giving effect to this Amendment, each of the representations and
warranties set forth in Section 6.1 of the Credit and Security Agreement (other than Sections
6.1(b) and 6.1(g) thereof) and in Section 2.1 of the Receivables Sale Agreement (other than
Sections 2.1(b) and 2.1(g) thereof) is true and correct in all material respects on and as of the
date hereof (except for representations and warranties stated to refer to a specified earlier date,
in which case such representations and warranties are true and correct as of such earlier date);
provided that the preceding materiality standard shall not apply to those representations and
warranties which themselves contain materiality standards.



     4. Scope of Amendment. Except as expressly amended hereby, the Credit and Security Agreement
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,
all of which are ratified and affirmed in all respects and shall continue in full force and effect.



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



     6. Counterparts. This Amendment may be executed in any number of counterparts (including by
way of facsimile or electronic transmission) 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>





 









 








     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:	Treasurer 	 
	 
	 	BOSTON SCIENTIFIC CORPORATION, 

as Servicer and
Seller

 	 
	 	By:  	 	 
	 	 	Name: 	Milan Kofol 	 
	 	 	Title:	Vice President, Treasurer 	 



[Signature page to Amendment No. 4 to Amended and Restated Credit and Security Agreement]




 










 









	 	 	 	 	 
	 	OLD LINE FUNDING, LLC




BY: ROYAL BANK OF
CANADA, ITS

      ATTORNEY-IN-FACT

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	

ROYAL BANK OF CANADA,

individually as a Liquidity Bank, as Old Line Agent and as

Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	


 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[Signature page to Amendment No. 4 to Amended and Restated Credit and Security Agreement]




 









 








	 	 	 	 	 
	 	



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:  	 	 



[Signature page to Amendment No. 4 to Amended and Restated Credit and Security Agreement]



 









 







	 	 	 	 	 
	 	



LIBERTY STREET FUNDING LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NOVA SCOTIA, as a Liquidity Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	

THE BANK OF NOVA SCOTIA, as Liberty Street Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[Signature page to Amendment No. 4 to Amended and Restated Credit and Security Agreement]




 









 








EXHIBIT XII

SUBSIDIARIES/SELLERS OF ACQUIRED RECEIVABLES




Boston Scientific Neuromodulation Corporation




Guidant Sales LLC (formerly Guidant Sales Corporation)