Exhibit


        


EXHIBIT 10.5


FIRST AMENDMENT
FIRST AMENDMENT, dated as of October 23, 2015 (this “Amendment”), to the Credit Agreement, dated as of April 10, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among (i) BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the “Borrower”), (ii) the several banks and other financial institutions from time to time parties thereto (the “Lenders”), (iii) BANK OF AMERICA, N.A., as Syndication Agent (the “Syndication Agent”), (iv) BARCLAYS BANK PLC, BNP PARIBAS, CITIBANK N.A., DEUTSCHE BANK SECURITIES INC., ROYAL BANK OF CANADA and SUMITOMO MITSUI BANKING CORPORATION, as Documentation Agents (each in such capacity, a “Documentation Agent”, and collectively, the “Documentation Agents”), and (v) JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders thereunder (in such capacity, the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Syndication Agent, the Documentation Agents and the Administrative Agent are parties to the Credit Agreement; and
WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth herein; and
WHEREAS, the Lenders and the Administrative Agent are willing to agree to such amendment to the Credit Agreement, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Borrower, the Lenders and the Administrative Agent hereby agree as follows:
SECTION 1.Defined Terms.  Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
SECTION 2.    Amendment to the Credit Agreement. Clause (g) of the definition of “Consolidated EBITDA” is hereby amended by adding after the phrase “$2,000,000,000 after the Closing Date” therein the phrase “(excluding any amounts (not to exceed in the aggregate $300,000,000) paid after the Closing Date pursuant to the February 13, 2015 settlement agreement with Johnson & Johnson and the other parties thereto relating to certain litigation among Johnson & Johnson, Guidant Corporation, the Borrower, and Abbott Laboratories)”.
SECTION 3.    Conditions to Effectiveness.  This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paid.
SECTION 4.    Representation and Warranties.  To induce the Administrative Agent to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and all of the Lenders as of the Amendment Effective Date that: 



2


(a)    Corporate Power; Authorization; Enforceable Obligations. 
(i)    The Borrower has the corporate power and authority, and the legal right, to make and deliver this Amendment and to perform the Loan Documents, as amended by this Amendment, to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment and the performance of the Loan Documents, as so amended, to which it is a party.
(ii)    No consent or authorization of, filing with (other than the Borrower’s public filing of the Amendment on Form 8-K, if applicable), or notice to or other act by or in respect of, any Governmental Authority or any other Person is required with respect to the Borrower or any of its Subsidiaries in connection with the execution and delivery of this Amendment or with the performance, validity or enforceability of the Loan Documents, as amended by this Amendment, to which the Borrower is party.
(iii)    This Amendment has been duly executed and delivered on behalf of the Borrower.
(iv)    This Amendment and each Loan Document, as amended by this Amendment, to which the Borrower is a party constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject to the effects of bankruptcy, examination, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
(b)    Representations and Warranties.  The representations and warranties (except for those made in subsections 6.13 and 6.14 of the Credit Agreement) made by the Borrower in or pursuant to the Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date, after giving effect to the effectiveness of this Amendment, as if made on and as of the Amendment Effective Date.
SECTION 5.    Payment of Expenses.  The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable and documented fees and disbursements of counsel to the Administrative Agent.
SECTION 6.    No Other Amendments; Confirmation.  Except as expressly amended, modified and supplemented hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect.
SECTION 7.    Governing Law; Counterparts. 
(a)    This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.  The provisions of subsections 13.11, 13.12 and 13.17 of the Credit Agreement are incorporated herein, mutatis mutandis.



3


(b)    This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile transmission or in electronic (i.e., “pdf” or “tif”) format), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
SECTION 8.    Miscellaneous. 
(a)    Upon and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.  This Amendment shall constitute a Loan Document.
(b)    The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents. 









IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.
BOSTON SCIENTIFIC CORPORATION




By: /s/ Robert Castagna                
Name: Robert Castagna
Title:   VP and Treasurer







Signature Page to First Amendment to Revolving Credit Agreement, dated as of April 10, 2015, for Boston Scientific






JPMORGAN CHASE BANK, N.A. 
as Administrative Agent and as a Lender




By: /s/ Vanessa Chiu 
Name: Vanessa Chiu 
Title:   Executive Director

Signature Page to First Amendment to Revolving Credit Agreement, dated as of April 10, 2015, for Boston Scientific








BANK OF AMERICA, N.A.,
as a Lender




By: /s/ Brian J. Walsh 
Name: Brian J. Walsh 
Title:   Vice President

















































































Signature Page to First Amendment to Revolving Credit Agreement, dated as of April 10, 2015, for Boston Scientific








Barclays Bank PLC.,
as a Lender




By: /s/ Daniel Hunter  
Name: Daniel Hunter 
Title:   Assistant Vice President



















































































Signature Page to First Amendment to Revolving Credit Agreement, dated as of April 10, 2015, for Boston Scientific






BNP Paribas,
as a Lender




By: /s/ Christopher Sked  
Name: Christopher Sked 
Title:   Managing Director




By: /s/ Ade Adedeji          
Name: Ade Adedeji 
Title:   Vice President











































































Signature Page to First Amendment to Revolving Credit Agreement, dated as of April 10, 2015, for Boston Scientific










CITIBANK, N.A.,
as a Lender




By: /s/ Marni McManus         
Name: Marni McManus 
Title:   Vice President

















































































Signature Page to First Amendment to Revolving Credit Agreement, dated as of April 10, 2015, for Boston Scientific








DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender




By: /s/ Ming K. Chu         Name: Ming K. Chu 
Title:   Vice President




By: /s/ Heidi Sandquist         
Name: Heidi Sandquist 
Title:   Director











































































Signature Page to First Amendment to Revolving Credit Agreement, dated as of April 10, 2015, for Boston Scientific






ROYAL BANK OF CANANDA,
as a Lender




By: /s/ Steven Bachman                   
Name: Steven Bachman 
Title:   Authorized Signatory





















































































Signature Page to First Amendment to Revolving Credit Agreement, dated as of April 10, 2015, for Boston Scientific






Sumitomo Mitsui Banking Corporation,
as a Lender




By: /s/ David W. Kee           
Name: David W. Kee 
Title:   Managing Director





















































































Signature Page to First Amendment to Revolving Credit Agreement, dated as of April 10, 2015, for Boston Scientific






HSBC Bank USA, N.A,
as a Lender




By: /s/ Robert Moravec           
Name: Robert Moravec 
Title:   Vice President





















































































Signature Page to First Amendment to Revolving Credit Agreement, dated as of April 10, 2015, for Boston Scientific






INTESA SANPAOLO S.p.A – New York Branch,
as a Lender




By: /s/ William S. Denton 
Name: William S. Denton 
Title:   Global Relationship Manager




By: /s/ Francesco Di Mario            
Name: Francesco Di Mario 
Title:   F.V.P. & Head of Credit











































































Signature Page to First Amendment to Revolving Credit Agreement, dated as of April 10, 2015, for Boston Scientific






Santander Bank, N.A.,
as a Lender




By: /s/ Thomas Bruscino         
Name: Thomas Bruscino 
Title:   Managing Director





















































































Signature Page to First Amendment to Revolving Credit Agreement, dated as of April 10, 2015, for Boston Scientific






Standard Chartered Bank,
as a Lender




By: /s/ Pramita Saha             
Name: Pramita Saha 
Title:   Executive Director





















































































Signature Page to First Amendment to Revolving Credit Agreement, dated as of April 10, 2015, for Boston Scientific






U.S. Bank National Association,
as a Lender




By: /s/ Michael West        
Name: Michael West 
Title:   Vice President





















































































Signature Page to First Amendment to Revolving Credit Agreement, dated as of April 10, 2015, for Boston Scientific








Wells Fargo Bank N.A.,
as a Lender




By: /s/ Matthew Olson             
Name: Matthew Olson 
Title:   Director



















































































Signature Page to First Amendment to Revolving Credit Agreement, dated as of April 10, 2015, for Boston Scientific






The Bank of Nova Scotia,
as a Lender




By: /s/ Michelle C. Phillips                 
Name: Michelle C. Phillips 
Title:   Execution Head & Director





















































































Signature Page to First Amendment to Revolving Credit Agreement, dated as of April 10, 2015, for Boston Scientific










DNB Capital LLC,
as a Lender




By: /s/ Geshu Sugandh              
Name: Geshu Sugandh 
Title:   First Vice President




By: /s/ Bjorn E. Hammerstad   
Name: Bjorn E. Hammerstad 
Title:   Senior Vice President







































































Signature Page to First Amendment to Revolving Credit Agreement, dated as of April 10, 2015, for Boston Scientific












Danske Bank A/S,
as a Lender




By: /s/ Jorgen Linnet         
Name: Jorgen Linnet 
Title:   Chief Loan Manager




By: /s/ Gert Carstens            
Name: Gert Carstens 
Title:   Senior Loan Manager





































































Signature Page to First Amendment to Revolving Credit Agreement, dated as of April 10, 2015, for Boston Scientific






Allied Irish Banks p.l.c.,
as a Lender




By: /s/ Caroline Carney       
Name: Caroline Carney 
Title:   Relationship Manager




By: /s/ Conor Brogan            
Name: Conor Brogan 
Title:   Relationship Manager



















Signature Page to First Amendment to Revolving Credit Agreement, dated as of April 10, 2015, for Boston Scientific