WWW.EXFILE.COM, INC. -- 14949 -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.2 TO FORM 10-K


     

    EXHIBIT
      10.2


    OMNIBUS
      AMENDMENT

    [Amendment
      No. 1 to Receivables Sale Agreement and

    Amendment
      No. 9 to Credit and Security Agreement]

    


    


    THIS
      OMNIBUS AMENDMENT
      (this
“Amendment”)
      is
      entered into as of December 21, 2006 by and among by and among Boston Scientific
      Funding Corporation, a Delaware corporation (“BSFC”)
      which
      on the date hereof will convert into a Delaware limited liability company known
      as Boston Scientific Funding LLC (“BSF-LLC”),
      Boston
      Scientific Corporation, a Delaware corporation (“BSX”),
      as a
      Seller and 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 and pertains to (i) that certain Receivables Sale Agreement, dated
      as of
      August 16, 2002, by and between BSX and BSFC (the “RSA”)
      and
      (ii) that certain Credit and Security Agreement, dated
      as
      of August 16, 2002, by and among the parties hereto,
      as
      amended from time to time (the “CSA”
      and,
      together with the RSA, the “Agreements”).
      Capitalized terms used and not otherwise defined herein are used with the
      meanings attributed thereto in the RSA or the CSA, as
      applicable.

     

    W
      I T N E S S E T H :

     

    WHEREAS,
      the
      parties wish to modify the Agreements as hereinafter set forth;

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual agreements herein contained, the
      parties hereto hereby agree as follows:

     

    1.    
Amendment.

     

    (a)    Effective
      as of the date hereof, all references in the Agreements to “Boston Scientific
      Funding Corporation” are hereby replaced with “Boston Scientific Funding LLC”,
      and all references to such Person’s existence as a Delaware corporation are
      hereby replaced with references to it as a Delaware limited liability
      company.

     

    (b)    The
      Administrative Agent is hereby authorized to file amendments to all existing
      financing statements filed in connection with the Agreements to give effect
      to
      the foregoing amendment to BSCF’s identity and legal form, as well as a Delaware
      UCC-1 financing statement naming BSF-LLC, as debtor, and the Administrative
      Agent, as secured party.

     

    2.    
Condition
      Precedent to Effectiveness.
      The
      effectiveness of this Amendment is subject to the conditions precedent that
      the
      Agents shall have received counterparts hereof duly executed by each of the
      parties hereto.

     

    3.    
Scope
      of Amendment.
      Except
      as expressly amended hereby, each of the Agreements 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 either of the
      Agreements, 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>

    


    
 

     

     

     

     

     

     

     

     

     

     

    

 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the
      parties have caused this Amendment to be duly executed and delivered as of
      the
      date first above written.

     

     

    
      	 	
              BOSTON
                SCIENTIFIC FUNDING CORPORATION

               

              


               

              By:

              
                

              

                   

              Name:
                

              Title:
                

               

              


              BOSTON
                SCIENTIFIC CORPORATION,
                as
                a Seller and as Servicer

               

              


               

              By:

              
                

              

              Name:

              Title:
 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        	 	
                
                  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: