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:
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 �
