WWW.EXFILE.COM, INC. -- 14223 -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.1 TO FORM 8-K


    EXHIBIT
      10.1


    AMENDMENT
      #7 TO CREDIT AND SECURITY AGREEMENT

     

    THIS
      AMENDMENT #7 TO CREDIT AND SECURITY AGREEMENT (this
      “Amendment”)
      is
      entered into by the undersigned parties as of March 20, 2006 with respect to
      the
      Credit and Security Agreement dated as of August 16, 2002 by and among 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”).
      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; and

     

    WHEREAS,
      the
      Borrower has requested that the Agents amend the Credit and Security
      Agreement.

     

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

     

    1.     Amendments.

     

    (a)   
Sections
      2.2(a) and (b) of the Credit and Security Agreement are hereby amended and
      restated in their entirety to read as follows:

     

     Section
      2.2. Selection
      of CP Tranche Periods and Interest Periods.

     

    (a) 
      Except upon the occurrence and during the continuance of an Amortization Event
      and subject to Sections 1.2(c) and 2.2(b) and, in the case of LIBOR Loans,
      Section 2.2(c): Borrower (or the Servicer, on Borrower’s behalf) in its
      Borrowing Request may request Interest Periods from time to time to apply to
      the
      LIBOR Loans; provided,
      however,
      that no
      Interest Period of any Liquidity Bank which began prior to its Liquidity
      Termination Date shall extend beyond such Liquidity Termination
      Date.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) 
      Each of the Co-Agents
      shall have the right to subdivide any requested LIBOR
      Loan into one or more LIBOR
      Loans with different Interest Periods, or, if the requested period is not
      feasible, to suggest an alternative Interest Period. Notwithstanding the
      foregoing, not less than $1,000,000 of principal may be allocated to any CP
      Tranche Period of the Conduits or to any Interest Period of any Liquidity
      Funding, and no Alternate Base Rate Loan may have a principal amount of less
      than $1,000,000.

     

    (b) All
      references in the Agreement to “BTM” shall be replaced with “BTMU” and
      similarly, all references in the Agreement to “The Bank of Tokyo-Mitsubishi,
      Ltd., New York Branch” shall be replaced with “The Bank of Tokyo-Mitsubishi UFJ,
      Ltd., New York Branch”.

     

    (c) The
      definition of “Face
      Value” in
      the
      Agreement is hereby deleted, and each of the following definitions in the
      Agreement is hereby amended and restated in its entirety to read as
      follows:

     

    “Broken
      Funding Costs”
      means,
      for any CP Rate Loan of a Conduit which: (a)
      has
      its
      principal reduced without compliance by Borrower with
      the
      notice requirements hereunder, (b)
      is
      not
      prepaid in the amount specified in a Prepayment
      Notice on
      the
      date specified therein or (c)
      is
      assigned or otherwise transferred by such Conduit to its respective
      Liquidity Banks
      under its respective
      Liquidity Agreement or
      terminated prior to the date on which it was originally scheduled to end, an
      amount including the excess, if any, of (i)
      the
      CP
      Costs that would have accrued during the remainder of the applicable commercial
      paper tranche periods determined by the applicable Co-Agent to relate to such
      Loan subsequent to the date of such reduction, assignment or termination (or
      in
      respect of clause (b)
      above,
      the date such prepayment was designated to occur pursuant to the applicable
      Prepayment
      Notice)
      of the
      principal of such CP Rate Loan if such reduction, assignment or termination
      had
      not occurred or such Prepayment
      Notice had
      not
      been delivered, over (ii)
      the
      sum
      of (A)
      to
      the
      extent all or a portion of such principal is allocated to another CP Rate Loan,
      the amount of CP Costs actually accrued during the remainder of such period
      on
      such principal for the new Loan, and (B)
      to
      the
      extent such principal is not allocated to another CP Rate Loan, the income,
      if
      any, actually received during the remainder of such period by the holder of
      such
      Loan from investing the portion of such principal not so
      allocated.

     

    “CP
      Costs”
      means
      for either Conduit for each day, the sum of (i)
      discount
      or interest accrued on its Pooled Commercial Paper on such day, plus
(ii)
      any
      and
      all accrued commissions in respect of placement agents and Commercial Paper
      dealers, and issuing and paying agent fees incurred, in respect of such Pooled
      Commercial Paper for such day, plus (iii)
      other
      costs associated with funding small or odd-lot amounts with respect to all
      receivable purchase facilities which are funded by its Pooled Commercial Paper
      for such day, minus (iv)
      any
      accrual 

     

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
       

      of
        income
        net of expenses received on such day from investment of collections received
        under all receivable purchase or financing facilities funded substantially
        with
        Pooled Commercial Paper, minus (v)
        any
        payment received on such day net of expenses in respect of Broken Funding
        Costs
        (or similar costs) related to the prepayment of any investment of such Conduit
        pursuant to the terms of any receivable purchase or financing facilities
        funded
        substantially with Pooled Commercial Paper. In addition to the foregoing
        costs,
        if Borrower
        shall
        request any Advance during any period of time determined by a Conduit’s Co-Agent
        in its sole discretion to result in incrementally higher CP Costs applicable
        to
        such Advance, the principal associated with any such Advance shall, during
        such
        period, be deemed to be funded by such Conduit in a special pool (which may
        include capital associated with other receivable purchase or financing
        facilities) for purposes of determining such additional CP Costs applicable
        only
        to such special pool and charged each day during such period against such
        principal.

    

     

    “CP
      Rate”
      means,
      with respect
      to either Conduit for any CP Tranche Period, the per
      annum
      interest
      rate that, when applied to the outstanding principal balance of such Conduit’s
      CP Rate Loans for the actual number of days elapsed in such CP Tranche Period,
      would result in an amount of accrued interest equivalent to such Conduit’s CP
      Costs for such CP Tranche Period.

     

    “CP
      Tranche Period”
      means,
      with respect
      to either Conduit, a Calculation Period.

     

    “Pooled
      Commercial Paper”
      means
      Commercial Paper notes of a Conduit subject to any particular pooling
      arrangement by such Conduit, but excluding Commercial Paper issued by such
      Conduit for a tenor and in an amount specifically requested by any Person in
      connection with any agreement effected by such Conduit.

     

    “Required
      Notice Period”
      means
      the number of days required notice set forth below applicable to the Aggregate
      Reduction indicated below:

     

    
      	
              Aggregate

              Reduction

            	
              Required
                

              Notice
                Period

            
	
              less
                than 25% of the 

              Aggregate
                Commitment

            	
                  2
                Business Days

            
	
              greater
                than or equal to

              25%
                but less than 50% of the

              Aggregate
                Commitment

            	
                  5
                Business Days

            
	
              greater
                than or equal to 50% of

              the
                Aggregate Commitment

            	
                  10
                Business Days

               

            


    

    


     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (d) Schedule
      A to the Credit and Security Agreement is hereby amended and restated to read
      as
      follows, and the Commitments of the various Lenders are hereby amended
      accordingly:

     

    
      	
              Lender

            	
              Commitment

            
	
              VFCC

            	
              None

            
	
              Wachovia

            	
              $210,000,000

            
	
              Victory

            	
              $140,000,000
                (less
                amounts funded under BTMU’s Commitment) 

            
	
              BTMU

            	
              $140,000,000
                (less amounts funded under Victory’s
                Commitment)

            


    

    


     

    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 to the Credit and Security Agreement,

     

    (b)     Victory
      shall have received counterparts of an amendment to the Victory Liquidity
      Agreement increasing the liquidity commitment thereunder to $142,800,000,
      and

     

    (c)     VFCC
      shall have received counterparts of an amendment to the VFCC Liquidity Agreement
      increasing the liquidity commitment thereunder to $214,200,000.

     

    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, 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. 

     

    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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    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 CORPORATION

     

     

    By:
      ___________________________________

    Name: 
      Milan Kofol

    Title:   
      Vice President, Treasurer

     

     

     

    
 

    BOSTON
      SCIENTIFIC CORPORATION,
      as
      Servicer

     

     

    By:  __________________________________     

    Name:   
      Milan Kofol

    Title:     
      Vice President, Treasurer & Investor Relations

     

     

     

     

     

     

     

     


    
      
         

         

        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    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:
      

     

     

     

     

     

     

     

     

     

     

     

    
 


    
      
         

         

        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


    


    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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