OMNIBUS AMENDMENT [Amendment No. 1 to Receivables Sale Agreement and Amendment No. 9 to Credit and Security Agreement]
EXHIBIT
10.2
[Amendment
No. 1 to Receivables Sale Agreement and
Amendment
No. 9 to Credit and Security Agreement]
THIS
OMNIBUS AMENDMENT
(this
“Amendment”)
is
entered into as of December 21, 2006 by and among by and among Boston Scientific
Funding Corporation, a Delaware corporation (“BSFC”)
which
on the date hereof will convert into a Delaware limited liability company known
as Boston Scientific Funding LLC (“BSF-LLC”),
Boston
Scientific Corporation, a Delaware corporation (“BSX”),
as a
Seller and 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 and pertains to (i) that certain Receivables Sale Agreement, dated
as of
August 16, 2002, by and between BSX and BSFC (the “RSA”)
and
(ii) that certain Credit and Security Agreement, dated
as
of August 16, 2002, by and among the parties hereto,
as
amended from time to time (the “CSA”
and,
together with the RSA, the “Agreements”).
Capitalized terms used and not otherwise defined herein are used with the
meanings attributed thereto in the RSA or the CSA, as
applicable.
W
I T N E S S E T H :
WHEREAS,
the
parties wish to modify the Agreements as hereinafter set forth;
NOW,
THEREFORE,
in
consideration of the premises and the mutual agreements herein contained, the
parties hereto hereby agree as follows:
1.
Amendment.
(a) Effective
as of the date hereof, all references in the Agreements to “Boston Scientific
Funding Corporation” are hereby replaced with “Boston Scientific Funding LLC”,
and all references to such Person’s existence as a Delaware corporation are
hereby replaced with references to it as a Delaware limited liability
company.
(b) The
Administrative Agent is hereby authorized to file amendments to all existing
financing statements filed in connection with the Agreements to give effect
to
the foregoing amendment to BSCF’s identity and legal form, as well as a Delaware
UCC-1 financing statement naming BSF-LLC, as debtor, and the Administrative
Agent, as secured party.
2.
Condition
Precedent to Effectiveness.
The
effectiveness of this Amendment is subject to the conditions precedent that
the
Agents shall have received counterparts hereof duly executed by each of the
parties hereto.
3.
Scope
of Amendment.
Except
as expressly amended hereby, each of the Agreements 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 either of the
Agreements, 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>
IN
WITNESS WHEREOF, the
parties have caused this Amendment to be duly executed and delivered as of
the
date first above written.
|
BOSTON
SCIENTIFIC FUNDING CORPORATION
Name:
Title: |
|
VICTORY
RECEIVABLES CORPORATION
By:
Name:
Title:
By:
Name:
Title:
|
