AMENDMENT #10 TO CREDIT AND SECURITY AGREEMENT and AMENDMENT #3 TO FEE LETTERS
EXHIBIT
10.3
AMENDMENT
#10 TO CREDIT AND SECURITY AGREEMENT
and
AMENDMENT #3 TO FEE LETTERS
THIS
AMENDMENT #10 TO CREDIT AND SECURITY AGREEMENT AND AMENDMENT #3 TO FEE
LETTERS (this “Amendment”) is entered
into by the undersigned parties as of August 8, 2007 with respect
to
(1) the
Credit and Security Agreement dated as of August 16, 2002 by and among Boston
Scientific Funding LLC, a Delaware limited liability company formerly known
as
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”);
and
(2) each
of the Fee Letters described in the Credit and Security Agreement, as amended
(the “Amended 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, 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;
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 amendment to the Amended 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.
(a) The
following definition in the Credit and Security Agreement is hereby amended
and
restated in its entirety to read as follows:
“Scheduled
Termination Date” means, as to each Liquidity Bank, the earlier to
occur of August 6, 2008 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.
(b) The
“Program Fee” (under and as defined in each of the
Amended Fee Letters) is hereby increased by 2.5 basis points per
annum.
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 hereto,
(b) Victory
shall have received counterparts of an amendment to the Victory Liquidity
Agreement extending the term thereof through August 6, 2008, and
(c) VFCC
shall have received counterparts of an amendment to the VFCC Liquidity Agreement
extending the term thereof through August 6, 2008.
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, each of the Credit and Security Agreement and the Amended 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 Amended Fee
Letters, 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>
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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.
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BOSTON
SCIENTIFIC FUNDING LLC
By: ________________________________
By: ________________________________
Name: ▇▇▇▇▇
▇▇▇▇▇
Title: Vice
President, Treasurer
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BY: WACHOVIA
CAPITAL MARKETS, LLC, ITS ATTORNEY-IN-FACT
By: ________________________________
Name:
Title:
WACHOVIA
BANK, NATIONAL ASSOCIATION,
By:
________________________________
Name:
Title:
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VICTORY
RECEIVABLES CORPORATION
By:
________________________________
Name:
Title:
By:
________________________________
Name:
Title:
THE
BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Victory
Agent
By: ________________________________
Name:
Title:
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