WWW.EXFILE.COM, INC. -- 888-775-4789 -- BOSTON SCIENTIFIC CORPORATION -- EXHIBIT 10.1 TO FORM 10-Q


    EXHIBIT 10.1

    
 

    AMENDMENT
#1 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

     

    and
RESTATEMENT OF AMENDED FEE LETTERS

     

    THIS AMENDMENT #1
TO AMENDED AND RESTATED CREDIT
AND SECURITY
AGREEMENT AND RESTATEMENT OF
AMENDED FEE LETTERS (this “Amendment”)
is entered into by the undersigned parties as of August 6, 2008 with respect
to

     

    (1)           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, a Delaware corporation, as initial Servicer, Old
Line Funding, LLC, a Delaware limited liability company (“Old
Line”), Victory Receivables Corporation, a Delaware corporation (“Victory”),
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, individually as a
Liquidity Bank for Victory and as Victory 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
amended from time to time (the “Credit and
Security Agreement”); and

     

    (2)           each
of the Amended Fee Letters described in the Credit and Security Agreement,
as restated pursuant hereto (the “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, Old Line, The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch, individually as a Liquidity Bank
and as Victory Agent and Royal Bank of Canada, individually, as a Liquidity Bank
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 restatement of the 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 to Credit and Security
Agreement.

     

    The
following definitions in the Credit and Security Agreement are hereby amended
and restated in their entirety to read as follows:

     

    “Liquidity
Termination Date” means, for any Group, August 5, 2009 (unless such date
is extended from time to time in the sole discretion of the Liquidity Bank in
such Group).

     

     “Scheduled
Termination Date” means, as to each Liquidity Bank, the earlier to occur
of August 5, 2009 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.

     

    2.           Restatement of Amended Fee
Letters.

     

    (a)           The
“Program
Fee” (under
and as defined in each of the Amended Fee Letters) is hereby increased by 32.5
basis points per annum
as reflected in the restated Fee Letters entered into pursuant hereto.

     

    (b)           The
“Unused
Fee” (under and as defined in each of the Amended Fee Letters is hereby
increased by 12.5 basis points
per annum as reflected in the restated Fee Letters entered into pursuant
hereto.

     

    3.           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)           Each
Agent shall have received a restated Fee Letter (reflecting the amendments
thereto described herein), dated as of the date hereof, duly executed by each of
the parties thereto,

     

    (c)           Victory
shall have received counterparts of an amendment to the Victory Liquidity
Agreement extending the term thereof to August 5, 2009, and

     

    (d)           Old
Line shall have received counterparts of an amendment to the Old Line Liquidity
Agreement extending the term thereof to August 5, 2009.

     

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

     

    4.           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 after giving
effect to this Amendment, each of the representations and warranties set forth
in Section 6.1 (other than Sections 6.1(b) and 6.1(g)) of the Credit and
Security Agreement and Sections 2.1(b) and 2.1(g) of 

     

    
      
        
        

      

      
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    the
Receivables Sale Agreement) 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.

     

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

     

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

     

    7.           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>

    
      
        
        

      

      
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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:  Treasurer

    


     

    


    BOSTON SCIENTIFIC CORPORATION, as Servicer

     

    


     

    By: ____________________                                                     

    Name:  Milan
Kofol

    Title:  Vice
President, Treasurer

     

    
      
        
        

      

      
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    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:  

    
      
        
        

      

      
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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:
____________________                                                      

    Title:

     

    


     

    THE BANK
OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Victory
Agent

     

    


     

    By:
____________________                                                      

    Name:

    Title:

     

    


    
      
        
        

      

      
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