AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

EXHIBIT 10.2

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EXECUTION COPY

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AMENDED AND RESTATED

RECEIVABLES SALE AGREEMENT

DATED AS OF NOVEMBER 7, 2007

BETWEEN

BOSTON SCIENTIFIC CORPORATION AND EACH OF ITS DIRECT OR INDIRECT

WHOLLY-OWNED SUBSIDIARIES THAT HEREAFTER BECOMES

A SELLER HEREUNDER,

AS THE SELLERS,

AND

BOSTON SCIENTIFIC FUNDING LLC,

AS THE BUYER

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TABLE OF CONTENTS

PAGE

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ARTICLE I. CAPITALIZATION OF THE BUYER AND AMOUNTS AND TERMS OF

THE PURCHASES................................................1

Section 1.1 Capitalization of the Buyer...............................1

Section 1.2 Purchases of Receivables..................................2

Section 1.3 Payment for the Purchases.................................3

Section 1.4 Purchase Price Credit Adjustments.........................4

Section 1.5 Payments and Computations, Etc............................4

Section 1.6 Transfer of Records.......................................5

Section 1.7 Characterization; Granting Clause.........................5

ARTICLE II. REPRESENTATIONS AND WARRANTIES.................................6

Section 2.1 Representations of the Sellers............................6

ARTICLE III. CONDITIONS OF PURCHASES.......................................11

Section 3.1 Conditions Precedent to Initial Purchase.................11

Section 3.2 Conditions Precedent to All Purchases (including

the Purchase from Each Seller on its Applicable

Closing Date)..........................................12

Section 3.3 Reaffirmation of Representations and Warranties..........12

Section 3.4 Conditions Precedent to Effectiveness....................13

ARTICLE IV. COVENANTS.....................................................13

Section 4.1 Affirmative Covenants....................................13

Section 4.2 Reporting Requirements...................................15

Section 4.3 Negative Covenants.......................................17

ARTICLE V. JOINDER OF ADDITIONAL SELLERS.................................19

Section 5.1 Addition of New Sellers..................................19

Section 5.2 Documentation............................................19

ARTICLE VI. ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF THE

RECEIVABLES.................................................20

Section 6.1 Rights of the Buyer......................................20

Section 6.2 Responsibilities of the Sellers..........................20

Section 6.3 Further Action Evidencing Purchases......................21

Section 6.4 Application of Collections...............................21

ARTICLE VII. INDEMNIFICATION...............................................21

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Section 7.1 Indemnities by the Sellers...............................21

Section 7.2 Contribution.............................................24

ARTICLE VIII. MISCELLANEOUS.................................................24

Section 8.1 Waivers and Amendments...................................24

Section 8.2 Notices, Etc.............................................24

Section 8.3 Cumulative Remedies......................................24

Section 8.4 Binding Effect; Assignability............................25

Section 8.5 Governing Law............................................25

Section 8.6 Costs, Expenses and Taxes................................25

Section 8.7 Submission to Jurisdiction...............................26

Section 8.8 Waiver of Jury Trial.....................................26

Section 8.9 Captions and Cross References; Incorporation

by Reference...........................................26

Section 8.10 Execution in Counterparts................................26

Section 8.11 Acknowledgment and Agreement.............................27

Section 8.12 No Proceedings...........................................27

Section 8.13 Confidentiality..........................................27

Section 8.14 Loans by Buyer to Originator.............................27

Section 8.15 No Recourse Against Other Parties........................27

ANNEXES, EXHIBITS AND SCHEDULES

ANNEX A - definitions

EXHIBIT A - FORM OF PURCHASE REPORT..................................

EXHIBIT B - FORM OF SUBORDINATED NOTE................................

EXHIBIT C - CREDIT AND COLLECTION POLICIES...........................

EXHIBIT D - FORM OF JOINDER AGREEMENT................................

SCHEDULE 2.1(r) - ORGANIZATIONAL ID NUMBERS; JURISIDICTIONS OF

ORGANIZATION; CHIEF EXECUTIVE OFFICE ADDRESSES;

LOCATION(S) WHERE RECORDS ARE KEPT.................

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AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

THIS AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (as amended,

supplemented, restated or otherwise modified from time to time, this

"AGREEMENT"), dated as of November 7, 2007, is entered into by and between:

(1) Boston Scientific Corporation, a Delaware corporation ("BSX"), and

each of the direct or indirect, wholly-owned domestic subsidiaries of BSX

that hereafter becomes a party hereto by executing a joinder agreement in

the form of Exhibit D hereto (each, a "JOINDER AGREEMENT"), as sellers

(each, a "SELLER" and collectively, the "SELLERS"), and

(2) Boston Scientific Funding LLC, a Delaware limited liability

company, as purchaser (the "BUYER").

Unless otherwise indicated, capitalized terms used in this Agreement are defined

in ANNEX A hereto or, if not defined therein, in that certain Amended and

Restated Credit and Security Agreement dated as of November 7, 2007, by and

among the Buyer, as "Borrower," BSX, as "Initial Servicer," Old Line Funding,

LLC, Victory Receivables Corporation, The Bank of Tokyo-Mitsubishi UFJ Ltd., New

York Branch, individually and as "Victory Agent," and Royal Bank of Canada,

individually, as "Old Line Agent" and as "Administrative Agent" (as amended,

supplemented, restated, joined or otherwise modified from time to time in

accordance with the terms thereof, the "CREDIT AND SECURITY AGREEMENT"). In

addition ANNEX A sets forth certain rules of interpretation that are applicable

to this Agreement and the other Transaction Documents.

W I T N E S S E T H :

WHEREAS, the parties hereto are parties to a Receivables Sale

Agreement dated as of August 16, 2002 and previously amended (the "ORIGINAL

RSA"); and

WHEREAS, the parties hereto desire to further amend the Original RSA

as of the date hereof;

NOW, THEREFORE, in consideration of the premises and the mutual

covenants herein contained, and for other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, the parties hereto

agree as follows:

ARTICLE I CAPITALIZATION OF THE BUYER AND AMOUNTS

AND TERMS OF THE PURCHASES

Section 1.1 Capitalization of the Buyer. Effective on the Initial

Closing Date, BSX contributed to the Buyer's capital, in exchange for all of the

Buyer's Equity Interests all of BSX's Receivables existing as of the Initial

Cutoff Date and all Related Security and proceeds with respect thereto (such

Receivables, the "INITIAL CONTRIBUTED RECEIVABLES").

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Section 1.2 Purchases of Receivables.

(a) Effective on the Applicable Closing Date for each Seller, in

consideration for the Purchase Price and upon the terms and subject to the

conditions set forth herein, each such Seller does hereby sell to the Buyer,

without recourse (except to the extent expressly provided herein), and the Buyer

does hereby purchase from such Seller, all of such Seller's right, title and

interest in and to such Seller's Receivables, the Related Security and all

proceeds received subsequent to the Seller's Applicable Cut-Off Date of the

foregoing (other than any such assets contributed to Buyer pursuant to Section

1.1 above), in each case, whether now existing or hereafter arising or acquired.

(b) Each Seller's Receivables existing as of such Seller's Applicable

Cut-Off Date are hereby sold or contributed, as applicable, to Buyer on such

Seller's Applicable Closing Date. Each of such Seller's Receivables arising

after such Seller's Applicable Cut-Off Date and on or prior to its Sale

Termination Date shall be deemed to have been sold to Buyer immediately (and

without further action by any Person) upon the creation of such Receivable. The

Related Security with respect to each Receivable (and proceeds of such

Receivable and Related Security) shall be sold at the same time as such

Receivable together with all related proceeds received on or after the Seller's

Applicable Cut-Off Date.

(c) It is the intention of the parties hereto that each conveyance of

Receivables made under this Agreement shall constitute an outright "sale of

accounts" (as such terms are used in Article 9 of the UCC) or other absolute

transfer, which is absolute and irrevocable and shall provide the Buyer with the

full benefits of ownership of the Receivables and the associated Related

Security. Except for the Purchase Price Credits owed pursuant to Section 1.4,

each conveyance of Receivables hereunder is made without recourse to the

applicable Seller; PROVIDED, HOWEVER, that (i) each Seller will be liable to the

Buyer for all representations, warranties, covenants and indemnities made by

such Seller pursuant to the terms of the Transaction Documents to which such

Seller is a party, and (ii) such conveyance does not constitute and is not

intended to result in an assumption by the Buyer or any assignee thereof of any

obligation of such Seller or any other Person arising in connection with the

Receivables, the related Contracts and/or other Related Security or any other

obligations of such Seller. In view of the intention of the parties hereto that

the conveyances of Receivables made hereunder shall constitute outright sales of

such Receivables rather than loans secured thereby, each Seller agrees that it

will, on or prior to its Applicable Closing Date, mark its summary aged trial

balance reports with the legend required by Section 3.1(i) hereof.

(d) Nothing herein shall be deemed to preclude BSX from contributing

to the Buyer's capital, in lieu of selling, Receivables originated by BSX in

addition to the Initial Contributed Receivables together with the Related

Security associated therewith, and any such contribution is made with the

intention that each such contribution, if any, will be made with the same

intentions as are set forth in Section 1.2(c) above. No Purchase Price shall be

payable in respect of any contributed Receivable or its associated Related

Security.

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Section 1.3 Payment for the Purchases.

(a) The Purchase Price for each purchase of Receivables (other than

Initial Contributed Receivables) and Related Security from any Seller will be

payable in full by the Buyer to such Seller on its date of sale or deemed sale

in accordance with Section 1.2(b) (except that the Buyer may, with respect to

any such purchase, offset against such Purchase Price any amounts due and owing

from such Seller to the Buyer hereunder), and shall be paid to such Seller in

one or both of the following manners:

(i) by delivery of immediately available funds, to the extent of the

Buyer's Available Funds; and

(ii) solely to the extent such Available Funds are insufficient to pay

the full amount of Purchase Price then due and owing, by delivery of a

Subordinated Note made by the Buyer to the applicable Seller (and making a

notation of a Subordinated Loan thereunder), so long as the aggregate

principal amount of Subordinated Loans outstanding at any one time under

such Subordinated Notes does not exceed the lesser of (A) the aggregate

remaining unpaid portion of such Purchase Price, and (B) the maximum

Subordinated Loan that could be borrowed without rendering the Buyer's Net

Worth less than the Required Capital Amount.

(b) Subject to the limitations set forth in Section 1.3(a)(ii), each

of the Sellers irrevocably agrees to advance each Subordinated Loan requested by

the Buyer on or prior to such Seller's Sale Termination Date. The Subordinated

Loans owing to each Seller will be evidenced by, and shall be payable in

accordance with the terms and provisions, of its Subordinated Note and shall be

payable solely from Available Funds at the time of each such payment. Each

Seller is hereby authorized by the Buyer to endorse on the schedule attached to

its Subordinated Note an appropriate notation evidencing the date and amount of

each Subordinated Loan thereunder, as well as the date of each payment with

respect thereto, PROVIDED that the failure to make such notation shall not

affect any obligation of the Buyer thereunder.

(c) On each Monthly Reporting Date after its Applicable Closing Date,

each Seller will (or shall require the Servicer to) deliver to the Buyer and the

Agents a report in substantially the form of Exhibit A hereto (each such report

being herein called a "PURCHASE REPORT") with respect to the Receivables sold by

such Seller to the Buyer during the Calculation Period then most recently ended.

Each such Purchase Report shall list the applicable Seller separately and shall

specify, as applicable: (i) the Receivables sold by such Seller during the

Calculation Period then most recently ended, and (ii) the amount of the

Receivables described in the foregoing clause (i) that were Eligible Receivables

on the date they were acquired by the Buyer.

(d) Although the Purchase Price for each purchase of Receivables and

Related Security shall be due and payable in full by the Buyer to the applicable

Seller on the date of such purchase, settlement of the Purchase Price between

the Buyer and such Seller will be effected

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on monthly Settlement Dates with respect to all purchases within the most

recently ended Calculation Period and based on the information contained in the

Purchase Report delivered for such Calculation Period pursuant to Section

1.3(c). Although cash settlements shall be effected on monthly Settlement Dates,

increases or decreases in the Subordinated Loans shall be deemed to have

occurred and shall be effective as of the last Business Day of the Calculation

Period to which such settlement relates.

Section 1.4 Purchase Price Credit Adjustments. If on any day:

(a) the aggregate Outstanding Balance of the Receivables originated by

any Seller as reflected in the preceding Purchase Report (net of any positive

adjustments) has been reduced or canceled for any of the following reasons:

(i) as a result of any rejected, defective or returned services or

merchandise, any cash discount or any other adjustment by the applicable

Seller or any Affiliate thereof (regardless of whether the same is treated

by such Seller or Affiliate as a write-off), or as a result of any

surcharge or other governmental or regulatory action, or

(ii) as a result of any setoff or breach of the underlying agreement

in respect of any claim by the Obligor thereof against the applicable

Seller, Buyer or any Affiliate of the foregoing (whether such claim arises

out of the same or a related or an unrelated transaction), or

(iii) on account of the obligation of the applicable Seller or any

Affiliate thereof to pay to the related Obligor any rebate or refund, or

(iv) as a result of any Outstanding Balance of any Receivable on the

date of its sale or contribution proving to have been less on such date

than the amount reflected on the applicable Purchase Report, or

(b) any of the representations or warranties of the applicable Seller

set forth in Section 2.1(a), (k) or (s) was not true when made with respect to

any Receivable originated by it, or any of the representations or warranties of

the applicable Seller set forth in Section 2.1(t) is no longer true with respect

to any Receivable originated by it,

then, in such event, the Buyer shall be entitled to a credit (each, a "PURCHASE

PRICE CREDIT") against the Purchase Price otherwise payable hereunder equal to

(A) the amount of such reduction, cancellation or overstatement, in the case of

the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B) in the full

amount of the Outstanding Balance of such Receivable in the case of the

preceding clause (b). If such Purchase Price Credit exceeds the original

Outstanding Balance of the Receivables to be sold by the applicable Seller on

the date of a purchase, then the applicable Seller will pay to the Buyer the

remaining amount of such Purchase Price Credit in cash not later than the next

Business Day; PROVIDED that if such Seller's Sale Termination Date has not

occurred, such Seller will be allowed to deduct the remaining amount of such

Purchase Price Credit from any Indebtedness owed to it under its Subordinated

Note.

Section 1.5 Payments and Computations, Etc. All amounts to be paid or

deposited by the Buyer hereunder shall be paid or deposited in accordance with

the terms hereof on the day when due in immediately available funds to the

account of the applicable Seller designated from time to time by such Seller or

as otherwise directed by such Seller. In the event

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that any payment owed by any Person hereunder becomes due on a day that is not a

Business Day, then such payment shall be made on the next succeeding Business

Day. If any Person fails to pay any amount hereunder when due, such Person

agrees to pay, on demand, interest on the past due amount at the Default Rate

until paid in full; PROVIDED, HOWEVER, that such interest shall not at any time

exceed the maximum rate permitted by applicable law. All computations of

interest payable hereunder shall be made on the basis of a year of 360 days for

the actual number of days (including the first but excluding the last day)

elapsed.

Section 1.6 Transfer of Records.

(a) In connection with the purchases of Receivables hereunder, each

Seller hereby sells, transfers, assigns and otherwise conveys to the Buyer all

of such Seller's right and title to and interest in the Records relating to all

Receivables sold hereunder, without the need for any further documentation in

connection with any purchase. In connection with such transfer, each Seller

hereby agrees that following any replacement of BSX (or one of its Affiliates)

as the Servicer, it will promptly grant access to Administrative Agent or to the

new Servicer, as the case may be, to all data embedded in or created by all

software used by such Seller to account for its Receivables, including, without

limitation, any print outs of such data,.

(b) In addition to the requirements of Section 6.3, each Seller (i)

shall take such action requested by the Buyer and/or any of the Agents, from

time to time hereafter, that may be necessary or reasonably appropriate to

ensure that the Buyer has an enforceable ownership interest in the Records

relating to the Receivables purchased from such Seller hereunder, and (ii) shall

use its reasonable efforts to ensure that the Buyer and the Servicer each has an

enforceable right (whether by license or sublicense or otherwise) to use all of

the computer software used to account for the Receivables and/or to recreate

such Records.

Section 1.7 Characterization; Granting Clause.

(a) If, notwithstanding the intention of the parties expressed in

Section 1.2(c), any sale by any of the Sellers to the Buyer of Receivables

hereunder shall be characterized as a secured loan and not a sale, then this

Agreement shall be deemed to constitute a security agreement under the UCC and

other applicable law. For this purpose and without being in derogation of the

parties' intention that each sale of Receivables hereunder shall constitute a

true sale thereof, each of the Sellers hereby grants to the Buyer a duly

perfected security interest in all of such Seller's right, title and interest

in, to and under all of such Seller's Receivables now existing and hereafter

arising, and in all Related Security with respect thereto, which security

interest shall be prior to all other Liens thereto. After the occurrence of a

Seller's Sale Termination Event, the Buyer and its assigns shall have as against

the applicable Seller, in addition to the rights and remedies which they may

have under this Agreement, all other rights and remedies provided to a secured

creditor after default under the UCC and other applicable law, which rights and

remedies shall be cumulative.

(b) Each Seller hereby covenants and agrees to do all things necessary

under each of its Contracts to facilitate collection of the Receivables arising

thereunder by the Buyer and its assigns, and to secure its obligations under

this Section 1.7(b).

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ARTICLE II REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations of the Sellers. In order to induce the

Buyer to enter into this Agreement and to make purchases and accept the

contributions hereunder, each Seller hereby makes the following representations

and warranties, as to itself, as of the date of each sale or contribution by it

hereunder; PROVIDED, HOWEVER, that so long as each of the Liquidity Banks

remains a party to the BSX Credit Agreement, no Seller will be required to

"date-down" its representation in Section 2.1(b) or 2.1(g) hereof:

(a) Financial Condition. The consolidated balance sheet of BSX and its

consolidated Subsidiaries as at December 31, 2006 and December 31, 2005 and the

related consolidated statements of operations and of cash flows for the fiscal

years ended on such dates, reported on by Ernst & Young LLP, copies of which

have heretofore been furnished to Buyer and Lenders, are complete and correct

and present fairly the consolidated financial condition of BSX as at such dates,

and the consolidated results of its operations and its consolidated cash flows

for the fiscal years then ended. The unaudited consolidated balance sheet of BSX

and its consolidated Subsidiaries as at September 30, 2007 or, if later and

prior to the date of this Agreement, the date of BSX's most recent publicly

available Form 10-Q and the related unaudited consolidated statements of

operations and of cash flows for the fiscal period ended on such date, certified

by an Authorized Officer, copies of which have heretofore been furnished to

Buyer and each Lender, are complete and materially correct and present fairly

(subject to normal year-end audit adjustments) the consolidated financial

condition of BSX and its consolidated Subsidiaries as at such date, and the

consolidated results of its operations and its consolidated cash flows for the

fiscal period then ended. All such annual financial statements, including the

related schedules and notes thereto, were, as of the date prepared, prepared in

accordance with GAAP applied consistently throughout the periods involved

(except as approved by such accountants or an Authorized Officer, as the case

may be, and as disclosed therein). The quarterly financial statements have been

prepared in accordance with generally accepted accounting principles for interim

financial information and with the instructions to Form 10-Q and Article 10 of

Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly

statements do not include all of the information and footnotes required by GAAP

for complete financial statements. In the opinion of BSX, all adjustments

(consisting only of normal recurring accruals) considered necessary for a fair

presentation have been included. Neither BSX nor any of its consolidated

Subsidiaries had, at the date of the most recent balance sheet referred to

above, any material Guarantee Obligation, material contingent liability or

material liability for taxes, or any material long-term lease or material

unusual forward or long-term commitment, including, without limitation, any

interest rate or foreign currency swap or exchange transaction, which is not

reflected in the foregoing statements or in the notes thereto.

(b) No Change. Since the date of the most recent financial statements

filed with BSX's Form 10-Q or Form 10-K (or the equivalent thereof) under the

Securities Exchange Act of 1934, as amended, there has been no development or

event which has had or could reasonably be expected to have a Seller Material

Adverse Effect.

(c) Ownership of Such Seller. BSX owns, directly or indirectly, all

the issued and outstanding Equity Interests of (i) the Buyer and (ii) each of

the other Sellers (if any), and all of such Equity Interests are fully paid and

non-assessable.

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(d) Corporate Existence; Compliance with Law. Each Seller and its

Subsidiaries (a) is duly organized, validly existing and in good standing under

the laws of the jurisdiction of its organization, (b) has the corporate or other

power and authority, and the legal right, to own and operate its property, to

lease the property it operates as lessee and to conduct the business in which it

is currently engaged, (c) is duly qualified as a foreign corporation or other

entity and in good standing under the laws of each jurisdiction where its

ownership, lease or operation of property or the conduct of its business

requires such qualification and (d) is in compliance with all Requirements of

Law, except to the extent that the failure of the foregoing clauses (a), (c) and

(d) to be true and correct could not, in the aggregate, reasonably be expected

to have a Seller Material Adverse Effect.

(e) Corporate Power; Authorization; Enforceable Obligations. Each

Seller has the corporate or other power and authority, and the legal right, to

make, deliver and perform its obligations under each Transaction Document to

which it is a party and to consummate the transactions herein and therein

contemplated and has taken all necessary corporate action to authorize the

consummation of the transactions herein and therein contemplated and to

authorize the execution, delivery and performance of the Transaction Documents

to which it is a party. Except for filings with respect to the disclosure of the

Transaction Documents pursuant to the Securities Exchange Act of 1934, as

amended (all of which filings shall be made at or prior to the time required by

applicable law), no consent or authorization of, filing with, notice to or other

act by or in respect of, any Governmental Authority or any other Person is

required with respect to such Seller or any of its Subsidiaries in connection

with the transactions hereunder or with the execution, delivery, performance,

validity or enforceability of the Transaction Documents to which such Seller is

a party. This Agreement and each other Transaction Document to which such Seller

is, or is to become, a party has been or will be, as applicable, duly executed

and delivered on behalf of such Seller. This Agreement and each other

Transaction Document to which such Seller is, or is to become, a party

constitutes or will constitute, as applicable, a legal, valid and binding

obligation of such Seller enforceable against such Seller in accordance with its

terms, subject to the effects of bankruptcy, 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.

(f) No Legal Bar. The execution, delivery and performance of the

Transaction Documents and transactions contemplated hereunder will not violate

any Requirement of Law or Contractual Obligation of such Seller or of any of its

Subsidiaries which could reasonably be expected to have a Seller Material

Adverse Effect and will not result in, or require, the creation or imposition of

any Lien (except for any Lien permitted by or created pursuant to any of the

Transaction Documents) on any of its or their respective properties or revenues

pursuant to any such Requirement of Law or Contractual Obligation which could

reasonably be expected to have a Material Adverse Effect.

(g) No Material Litigation. Except as disclosed in BSX's most recent

publicly available Form 10-K or, if later, the date of BSX's most recent

publicly available Form 10-Q, no litigation, investigation or proceeding of or

before any arbitrator or Governmental Authority is pending or, to the knowledge

of such Seller, threatened by or against such Seller or any of its Subsidiaries

or against any of its or its respective properties or revenues (a) with

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respect to any of the Transaction Documents or any of the transactions

contemplated hereby, or (b) which could reasonably be expected to have a Seller

Material Adverse Effect.

(h) No Default. Neither such Seller nor any of its Subsidiaries is in

default under or with respect to any of its Contractual Obligations in excess of

$100,000,000. No Unmatured Amortization Event or Amortization Event has occurred

and is continuing.

(i) Intentionally Omitted.

(j) Taxes. Each of such Seller and its Subsidiaries has filed or

caused to be filed all tax returns which, to the knowledge of such Seller, are

required to be filed and has paid all taxes shown to be due and payable on said

returns or on any assessments made against it (other than any the amount or

validity of which are currently being contested in good faith by appropriate

proceedings and with respect to which reserves in conformity with GAAP have been

provided on the books of such Seller or its Subsidiaries, as the case may be),

except to the extent that the failure to do so could not reasonably be expected

to result in a Seller Material Adverse Effect.

(k) Federal Regulations. The use of all funds obtained by such Seller

under this Agreement or any other Transaction Document to which it is a party

will not violate Regulation U of the Board of Governors of the Federal Reserve

System as now and from time to time hereafter in effect.

(l) ERISA. Neither a Reportable Event nor an "accumulated funding

deficiency" (within the meaning of Section 412 of the Code or Section 302 of

ERISA) has occurred during the five-year period prior to the date on which this

representation is made or deemed made with respect to any Plan other than a

Multiemployer Plan, and each Plan has complied in all material respects with the

applicable provisions of ERISA and the Code, where the liability which could be

reasonably expected to result could have a Seller Material Adverse Effect;

PROVIDED, HOWEVER, that with respect to any Multiemployer Plan, such

representation is made only to the knowledge of such Seller. No termination of a

Single Employer Plan pursuant to Section 4041(c) or 4042 of ERISA has occurred,

and no Lien in favor of the PBGC or a Plan has arisen, during such five-year

period. The present value of all accrued benefits under each Single Employer

Plan (based on those assumptions used to fund such Plans) did not, as of the

last annual valuation date prior to the date on which this representation is

made or deemed made, exceed the value of the assets of such Plan allocable to

such accrued benefits by a material amount. Neither such Seller nor any Commonly

Controlled Entity has had a complete or partial withdrawal from any

Multiemployer Plan and to the knowledge of such Seller, neither such Seller nor

any Commonly Controlled Entity would become subject to any liability under ERISA

if such Seller or any such Commonly Controlled Entity were to withdraw

completely from all Multiemployer Plans as of the valuation date most closely

preceding the date on which this representation is made or deemed made which

liability could be reasonably expected to result could have a Seller Material

Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent.

(m) Investment Company Act; Other Regulations. Such Seller is not an

"investment company", or a company "controlled" by an "investment company",

within the

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meaning of the Investment Company Act of 1940, as amended. Such Seller is not

subject to regulation under any Federal or State statute or regulation (other

than Regulation X of the Board) which limits its ability to incur Indebtedness.

(n) Disclosure. The statements and information contained herein and in

any of the information provided to the Agents or the Lenders (other than

financial projections) in connection with this Agreement, taken as a whole, do

not contain any untrue statement of any material fact, or omit to state a fact

necessary in order to make such statements or information not misleading in any

material respect, in each case in light of the circumstances under which such

statements were made or information provided as of the date so provided. Each

Purchase Report delivered by such Seller pursuant to this Agreement was true and

accurate in every material respect on the date specified in such report and did

not contain any material misstatement of fact or omit to state a material fact

or any fact necessary to make the statements contained therein not misleading.

(o) Valid and Perfected Security Interest. Each such Receivable

originated by such Seller has been transferred to the Buyer free and clear of

any Lien except as created hereby or by the other Transaction Documents. Without

limiting the foregoing, such Seller has delivered to the Administrative Agent

(as the Buyer's assignee) in form suitable for filing all financing statements

or other similar instruments or documents necessary under the UCC of all

appropriate jurisdictions to perfect the Buyer's ownership interest in such

Receivable and the Administrative Agent's collateral assignment thereof. This

Agreement creates a valid security interest in each such Receivable and its

Related Security in favor of the Buyer, and, upon filing of the financing

statements described in the preceding sentence, together with UCC termination

statements delivered hereunder, such security interest will be a first priority

perfected security interest.

(p) Nature of Receivables. Each Receivable constitutes an "Account"

and is not a "Health-care insurance receivable", in each case, as defined in the

UCC in effect in the State of New York.

(q) Title to Receivables and Quality of Title.

(i) Upon issuance of its shares of capital stock to BSX (in the case

of Initial Contributed Receivables and any Receivables that BSX, in its

sole discretion, may elect to contribute thereafter) and payment of the

applicable Purchase Price for each purchased Receivable in one or both of

the manners permitted by this Agreement, the Buyer will have irrevocably

obtained all legal and equitable title to such Receivable and its Related

Security (other than any Related Security constituting a Contract that

contains a prohibition on assignment, in which case the Buyer has obtained

a valid and perfected first priority perfected security interest in the

applicable Seller's right to receive payments thereunder to the extent

contemplated by Section 9-406 of the UCC of the applicable jurisdiction),

and the Buyer has the legal right to sell and encumber, each such

Receivable and its Related Security. Without limiting the foregoing, there

have been duly filed all financing statements or other similar instruments

or documents necessary under the UCC of all appropriate jurisdictions to

perfect the Buyer's ownership interest in such Receivable.

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(ii) No financing statement or other instrument similar in effect

covering any portion of the Collateral is on file in any recording office

except such as may be filed (A) in favor of a Seller in accordance with the

Contracts, (B) in favor of the Buyer and its assigns in connection with

this Agreement, (C) in favor of the Administrative Agent in accordance with

the Credit and Security Agreement, (D) in connection with any Lien arising

solely as the result of any action taken by the Administrative Agent or one

of the Secured Parties, or (E) which shall be terminated or amended

pursuant to the UCC termination statements or amendments delivered

hereunder.

(r) Offices. The chief executive office of such Seller is located at

the address set forth for it on Schedule 2.1(r) hereto or its Joinder Agreement,

as applicable, and the offices where such Seller keep all books, records and

documents evidencing the Receivables originated by it (other than books, records

and documents that are stored off-site with respect to Receivables which are no

longer outstanding or which have been written-off), the related material

Contracts and all purchase orders and other agreements related to such

Receivables are located at the addresses specified in Schedule 2.1(r) hereto or

its Joinder Agreement (or at such other locations, notified to the Buyer in

accordance with Section 4.3(g), in jurisdictions where all action required by

Section 4.3(g) has been taken and completed). As of the date hereof, such Seller

is a "registered organization" (within the meaning of Section 9-102 of the UCC

as in effect in its jurisdiction of organization). Since the date of this

Agreement, such Seller has not changed its jurisdiction of organization.

(s) Collection Accounts. Such Seller has instructed all Obligors

thereon to pay all Collections either directly by mail addressed to a Lockbox

listed on Exhibit IV to the Credit and Security Agreement which is subject to a

Collection Account Agreement, or by wire transfer or other electronic funds

transfer directly to a Collection Account listed on Exhibit IV to the Credit and

Security Agreement which is subject to a Collection Account Agreement. Such

Seller and the Buyer have caused each of the Collection Accounts that was in the

name of a Seller on the Initial Closing Date to be transferred to the Buyer and

into the Buyer's name.

(t) Eligible Receivables. Each Receivable originated by such Seller

that is included as an Eligible Receivable on any Purchase Report was an

Eligible Receivable on the date on which it was sold or contributed to the Buyer

pursuant hereto.

(u) Names. Except as set forth on Schedule 2.1(r), since January 1,

1997, such Seller has not used any legal names, trade names or assumed names

other than the name in which it has executed this Agreement.

(v) Credit and Collection Policy. With respect to the Receivables

originated by such Seller, such Seller has complied in all material respects

with its applicable Credit and Collection Policy, and no change has been made to

such Credit and Collection Policy since the date of this Agreement which would

be reasonably likely to materially and adversely affect the collectibility of

the Receivables originated by such Seller or decrease the credit quality of any

newly created Receivables originated by such Seller except for such changes as

to which each of the Agents has received the notice required under Section

7.1(a)(vii) of the Credit and Security Agreement and has given its prior written

consent thereto (which consent shall not be unreasonably withheld or delayed).

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(w) Payments to Sellers. With respect to each Receivable sold or

contributed to the Buyer by such Seller under this Agreement, the Buyer has

given reasonably equivalent value to such Seller in consideration for such

Receivable and the Related Security with respect thereto and no such transfer is

or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11

U.S.C. ss.ss.101 et seq.), as amended.

(x) Reliance on Separate Legal Identity. Such Seller is aware that the

Lenders, the Liquidity Banks and the Agents are entering into the Transaction

Documents in reliance upon the Buyer's identity as a legal entity separate from

such Seller and any of its other Affiliates.

ARTICLE III.

CONDITIONS OF PURCHASES

Section 3.1 Conditions Precedent to Initial Purchase. The initial

purchase from each Seller hereunder is subject to the conditions precedent that

(1) BSX shall have contributed the Initial Contributed Receivables and the

associated Related Security to the Buyer, and the Buyer shall have issued 100%

of its authorized outstanding Equity Interests to BSX, (2) the Buyer shall have

executed and delivered a Subordinated Note in favor of such Seller, and (3) the

Buyer shall have received, on or before such Seller's Applicable Closing Date,

the following, each (unless otherwise indicated) dated such Seller's Applicable

Closing Date, and each in form, substance and date reasonably satisfactory to

the Buyer and the Agents:

(a) A copy of the resolutions of such Seller's board of directors,

board of managers, general partners or analogous Persons of such Seller

approving the Transaction Documents to be delivered by it and the transactions

contemplated hereby and thereby, certified by a Responsible Officer of such

Seller;

(b) A good standing certificate for such Seller issued as of a recent

date by the Secretary of State of the state of its formation;

(c) A certificate of a Responsible Officer of such Seller certifying

the names and true signatures of the officers, partners, managers or members

authorized on such Seller's behalf to sign the Transaction Documents to be

delivered by it, on which certificate the Buyer and the Servicer (if the

Servicer is not such Seller) may conclusively rely until such time as the Buyer

and the Servicer shall receive from such Seller a revised certificate meeting

the requirements of this subsection (c);

(d) Recently certified copies of such Seller's Organic Documents;

(e) Copies of the proper financing statements (Form UCC-1) that have

been duly executed by such Seller, naming such Seller as seller, the Buyer as

the purchaser, and the Administrative Agent as assignee of the Buyer, in each

case, describing in reasonable detail the Receivables and the Related Security

to be sold by such Seller to the Buyer pursuant to this Agreement or other

similar instruments or documents, as may be necessary under the UCC of all

appropriate jurisdictions or any comparable law of all appropriate jurisdictions

to perfect the Buyer's ownership interest in such Receivables and Related

Security;

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(f) A written search report from a Person satisfactory to the Servicer

and the Administrative Agent listing all effective UCC financing statements that

name such Seller as debtor, seller or assignor and that are filed in the

jurisdictions in which filings were made pursuant to the foregoing subsection

(e), together with copies of such financing statements (none of which, except

for those described in the foregoing subsection (e) shall cover any Receivable

or any Related Asset related to any Receivable) which is to be sold or

contributed by such Seller to the Buyer hereunder, and tax and judgment lien

search reports from a Person satisfactory to the Servicer and the Administrative

Agent showing no evidence of such liens filed against such personal property

other than those liens for which UCC termination statements have been delivered

hereunder;

(g) Evidence (i) of the execution and delivery by each of the parties

thereto of each of the other Transaction Documents to be executed and delivered

in connection herewith and (ii) that each of the conditions precedent to the

execution, delivery and effectiveness of such other Transaction Documents has

been satisfied to the Buyer's satisfaction;

(h) An opinion of such Seller's counsel covering such matters as Buyer

or Administrative Agent (as Buyer's assignee) may reasonably request; and

(i) A certificate from an officer of such Seller to the effect that

the Servicer and such Seller have placed on the most recent, and have taken all

steps reasonably necessary to ensure that there shall be placed on subsequent,

summary aged trial balance reports the following legend (or the substantive

equivalent thereof):

"PROPERTY OF BOSTON SCIENTIFIC FUNDING LLC"

Section 3.2 Conditions Precedent to All Purchases (including the

Purchase from Each Seller on its Applicable Closing Date). Each purchase shall

be subject to the further conditions precedent that:

(a) such Seller's Sale Termination Date shall not have occurred;

(b) the Buyer (or its assigns) shall have received such other

approvals, opinions or documents as it may reasonably request; and

(c) on the date of such purchase, each of the representations and

warranties of such Seller set forth in Article II hereof are true and correct in

all material respects on and as of the date of such purchase (and after giving

effect thereto) as though made on and as of such date (and shall be deemed to

have been made on and as of such Date; except for representations and warranties

stated to refer to a specific earlier date, in which case such representations

and warranties are true and correct as of such earlier date); PROVIDED, HOWEVER,

that the preceding materiality standard shall not apply to those representations

and warranties which themselves contain materiality standards; and PROVIDED,

FURTHER, that so long as each of the Liquidity Banks remains a party to the BSX

Credit Agreement, no Seller will be required to "date-down" its representation

in Section 2.1(b) or 2.1(g) hereof.

Section 3.3 Reaffirmation of Representations and Warranties. Subject

to the proviso in Section 3.2(c) above, each Seller, by accepting the Purchase

Price related to each

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purchase of such Seller's Receivables and Related Security, shall be deemed to

have certified that the representations and warranties of such Seller contained

in Article II are true and correct as to such Seller on and as of the day of

such purchase, with the same effect as though made on and as of such day.

Section 3.4 Conditions Precedent to Effectiveness. This Amended and

Restated Receivables Sale Agreement shall become effective at such time as (a)

the Agents shall have received counterparts of this Agreement duly executed by

each of the parties hereto and (b) the conditions to effectiveness of the Credit

and Security Agreement specified in Section 5.3 thereof shall have been

satisfied.

ARTICLE IV.

COVENANTS

Section 4.1 Affirmative Covenants. From each Seller's Applicable

Closing Date until the later of the Final Payout Date or the cessation of the

purchases of the Buyer hereunder, unless the Buyer and the Agents shall

otherwise consent in writing each Seller will:

(a) Conduct of Business and Maintenance of Existence. (i) Continue to

engage in business of the same general type as conducted by it on the date of

this Agreement, (ii) preserve, renew and keep in full force and effect its

corporate existence and (except as could not in the aggregate reasonably be

expected to have a Seller Material Adverse Effect), (iii) take all reasonable

action to maintain all rights, privileges and franchises necessary or desirable

in the normal conduct of its business (except as could not be reasonably

expected to have a Seller Material Adverse Effect) and (iv) comply with all

Contractual Obligations and Requirements of Law except to the extent that

failure to comply therewith could not, in the aggregate, be reasonably expected

to have a Seller Material Adverse Effect.

(b) Audits. Such Seller will, subject to compliance with all

Contractual Obligations and Requirements of Law: (i) at any time and from time

to time upon not less than ten (10) Business Days' notice (unless an or

Amortization Event has occurred and is continuing, in which case, not more than

one (1) Business Day's notice shall be required) during regular business hours,

permit the Buyer, the Agents or any of their agents or representatives: (A) to

examine and make copies of and abstracts from all Records, Contracts and

Invoices in the possession or under the control of such Seller, and (B) to visit

the offices and properties of such Seller for the purpose of examining such

Records, Contracts and Invoices and to discuss matters relating to Receivables

or such Seller's performance hereunder with any of the officers or employees of

such Seller having knowledge of such matters; and (ii) without limiting the

provisions of clause (i) above, from time to time, at the expense of such

Seller, permit certified public accountants or auditors acceptable to the Agents

to conduct a review of such Seller's Contracts, Invoices and Records (each, a

"REVIEW"); PROVIDED, HOWEVER, that, so long as no Amortization Event has

occurred and is continuing, such Seller will only be responsible for the costs

and expenses of one (1) such Review under this Section in any one calendar year

unless (1) the first such Review in such calendar year resulted in negative

findings (in which case such Seller will be responsible for the costs and

expenses of two (2) such Reviews in such calendar year), or (2) the Buyer

delivers an Extension Request under the Credit and Security Agreement

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and the applicable Response Date is more than 3 calendar months after the first

Review in such calendar year. Notwithstanding the foregoing, if (1) such Seller

requests the approval of a new Eligible Originator who is a Material Proposed

Addition or (2) any Material Acquisition is consummated by such Seller, such

Seller will be responsible for the costs and expenses of one additional Review

per proposed Material Proposed Addition or per Material Acquisition in the

calendar year in which such Material Proposed Addition is expected to occur or

such Material Acquisition is expected to be consummated if such additional

Review is requested by the Buyer or any of the Agents.

(c) Keeping of Records and Books of Account. Such Seller will maintain

and implement administrative and operating procedures (including, without

limitation, an ability to recreate essential Records evidencing the Receivables

originated by such Seller in the event of the destruction of the originals

thereof and backing up on at least a daily basis on a separate computer from

which electronic file copies can be readily produced), and keep and maintain,

all Contracts, Records and other information necessary or reasonably advisable

for the collection of all such Receivables (including, without limitation,

Records adequate to permit the identification as of any Business Day when

required of Outstanding Balances by Obligor and related debit and credit details

of the Receivables).

(d) Performance and Compliance with Receivables and Contracts. Such

Seller will, at its expense, timely and fully perform and comply with all

provisions, covenants and other promises, if any, required to be observed by it

under the Contracts and/or Invoices related to the Receivables originated by

such Seller and all agreements related to such Receivables except for such

failures to fully perform and comply as would not, individually or in the

aggregate, have a Seller Material Adverse Effect.

(e) Location of Records. Such Seller will keep its Records and

material Contracts (and, to the extent that any of the foregoing constitute

instruments, chattel paper or negotiable documents, all originals thereof), at

its addresses referred to in Schedule 2.1(r) hereto, or, upon 30 days' prior

written notice to the Agents, at such other locations in jurisdictions where all

action required by Section 4.3(g) (if any) shall have been taken and completed.

(f) Credit and Collection Policies. Such Seller will timely and fully

comply with its Credit and Collection Policy in regard to the Receivables

originated by it.

(g) Separate Corporate Existence of the Buyer. Each Seller will take

such actions as shall be required in order to maintain the separate identity of

the Buyer separate and apart from such Seller and its other Affiliates,

including those actions set forth in Section 7.1(l) of the Credit and Security

Agreement.

(h) Collections. Such Seller will instruct all Obligors thereon to pay

all Collections either directly by mail addressed to a Lockbox listed on Exhibit

IV to the Credit and Security Agreement which is subject to a Collection Account

Agreement, or by wire transfer or other electronic funds transfer directly to a

Collection Account listed on Exhibit IV to the Credit and Security Agreement

which is subject to a Collection Account Agreement. Such Seller will cooperate

fully with the Buyer in transferring each of the Collection Accounts to the

Buyer.

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(i) Further Assurances. Such Seller will take all necessary action to

establish and maintain in favor of the Buyer, a valid and perfected ownership

interest in the Receivables and Related Security.

Section 4.2 Reporting Requirements. From such Seller's Applicable

Closing Date until the later of the Final Payout Date or the cessation of the

purchases of the Buyer hereunder, such Seller will furnish to the Buyer and the

Agents:

(a) Financial Statements.

(i) as soon as available, but in any event within 110 days after the

end of each fiscal year of BSX, a copy of the consolidated balance sheet of

BSX and its consolidated Subsidiaries as at the end of such year and the

related consolidated statements of operations and stockholders' equity and

of cash flows for such year, setting forth in each case in comparative form

the figures for the previous year, reported on without a "going concern" or

like qualification or exception, or qualification arising out of the scope

of the audit, by Ernst & Young LLP or other independent certified public

accountants of nationally recognized standing;

(ii) as soon as available, but in any event not later than 60 days

after the end of each of the first three quarterly periods of each fiscal

year of BSX, the unaudited consolidated balance sheet of BSX and its

consolidated Subsidiaries as at the end of such quarter and the related

unaudited consolidated statements of operations for such quarter and the

portion of the fiscal year through the end of such quarter and of cash

flows of BSX and its consolidated Subsidiaries for the portion of the

fiscal year through the end of such quarter, setting forth in each case in

comparative form the figures for the previous year, certified by a

Responsible Officer as being fairly stated in all material respects

(subject to normal year-end audit adjustments); and

(iii) all such financial statements shall be complete and correct in

all material respects and shall be prepared in reasonable detail and in

accordance with GAAP applied consistently throughout the periods reflected

therein and with prior periods (except as approved by such accountants or

officer, as the case may be, and disclosed therein); PROVIDED that it is

hereby acknowledged that the quarterly financial statements delivered

pursuant to paragraph (b) above may not include all of the information and

footnotes required by GAAP for complete annual financial statements.

Any financial statement required to be furnished pursuant to this Section 4.2(a)

shall be deemed to have been furnished on the date on which the Lenders receive

notice that BSX has posted such financial statement on the Intralinks website on

the Internet at www.intralinks.com; PROVIDED that BSX shall give notice of any

such posting to the Administrative Agent (who shall then give notice of any such

posting to the Lenders). Notwith