0000950123-09-031281 Sample Contracts

AMENDMENT #2 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT and RESTATEMENT OF AMENDED FEE LETTERS
Credit and Security Agreement And • August 6th, 2009 • Boston Scientific Corp • Surgical & medical instruments & apparatus • New York

THIS AMENDMENT #2 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 5, 2009 with respect to

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Re: Retention Agreement
: Retention Agreement • August 6th, 2009 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts

Boston Scientific Corporation (the “Company”) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. Further, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a change in control exists, and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

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