EXHIBIT 10.2
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FORM OF
REVOLVING CREDIT COMMITMENT
INCREASE SUPPLEMENT
Reference is made to the Credit Agreement, dated as of May 30, 2003 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Boston Scientific Corporation, the banks and financial
institutions from time to time parties thereto, Bank of America, N.A., The Bank
of Tokyo-Mitsubishi, Ltd., New York Branch, Deutsche Bank Securities Inc., Fleet
National Bank and ABN AMRO Bank N.V., as Syndication Agents, X.X. Xxxxxx
Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and
Joint Bookrunners, and JPMorgan Chase Bank, as Administrative Agent. Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.
WHEREAS, the Borrower has the right to increase the Revolving Credit
Commitments in accordance with subsection 2.17 of the Credit Agreement.
WHEREAS, Banco Bilbao Vizcaya Argentaria, S.A., New York Branch (the "New
Lender") wishes to become a Lender party to the Credit Agreement with a
Revolving Credit Commitment of $45,000,000.
NOW THEREFORE, the New Lender, the Borrower and the Administrative Agent
agree as follows:
1. The New Lender hereby irrevocably accepts and assumes a Revolving Credit
Commitment of $45,000,000 as of the Effective Date (as defined below) and agrees
to become a Lender for all purposes under the Credit Agreement. The undersigned
further agrees that this Supplement may be executed by one or more of the
parties to this Supplement on any number or separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.
2. The Administrative Agent (i) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or with
respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, any other Loan Document or any
other instrument or document furnished pursuant thereto and (ii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower, any of its Subsidiaries or any other
obligor or the performance or observance by the Borrower, any of its
Subsidiaries or any other obligor of any of their respective obligations under
the Credit Agreement or any other Loan Document or any other instrument or
document furnished pursuant hereto or thereto.
3. The New Lender (i) represents and warrants that it is legally authorized
to enter into this Supplement; (ii) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements delivered
pursuant to subsection 6.1 thereof and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Supplement; (iii) agrees that it will, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement, the other Loan Documents or any other instrument or document
furnished pursuant hereto or thereto; (iv) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Credit Agreement, the other Loan Documents
or any other instrument or document furnished pursuant hereto or thereto as are
delegated to the Administrative Agent by the terms thereof, together with such
powers as are incidental thereto; and (v) agrees that it will be bound by the
provisions of the Credit Agreement and will perform in accordance with its terms
all the obligations which by the terms of the Credit Agreement are required to
be performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligation pursuant to subsection
3.10(b) of the Credit Agreement.
4. This Supplement shall be effective as of January 12, 2004 (the
"Effective Date"). Following the execution of this Supplement, it will be
delivered to the Administrative Agent for acceptance by it and recording by the
Administrative Agent pursuant to the Credit Agreement, effective as of the
Effective Date. This Supplement shall not be effective unless it has been
accepted by the Borrower and the Administrative Agent.
5. From and after the Effective Date, the Assignee shall be a party to the
Credit Agreement and, to the extent provided in this Supplement, have the rights
and obligations of a Lender thereunder and under the other Loan Documents and
shall be bound by the provisions thereof.
6. This Supplement shall be governed by and construed in accordance with
the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
executed as of the date first above written by their respective duly authorized
officers on Schedule 1 hereto.
BANCO BILBAO VIZCAYA ARGENTARIA,
S.A., NEW YORK BRANCH,
as New Lender
By: ______________________
Title:
By: ______________________
Title:
Accepted and Agreed:
BOSTON SCIENTIFIC CORPORATION
By: ______________________
Title:
JPMORGAN CHASE BANK, as Administrative Agent
By: ______________________
Title:
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