0001072613-07-000570 Sample Contracts

OPTION
Boston Scientific Corp • March 1st, 2007 • Surgical & medical instruments & apparatus • Indiana
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RECITALS
Boston Scientific Corp • March 1st, 2007 • Surgical & medical instruments & apparatus • Indiana
OMNIBUS AMENDMENT [Amendment No. 1 to Receivables Sale Agreement and Amendment No. 9 to Credit and Security Agreement]
Boston Scientific Corp • March 1st, 2007 • Surgical & medical instruments & apparatus • New York

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 Agreem

Boston Scientific Corporation Deferred Stock Unit Award Agreement February 13, 2007 Employee’s Name
Deferred Stock Unit Award Agreement • March 1st, 2007 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts

This Agreement, dated as of the 13th day of February, 2007 (the “Grant Date”), is between Boston Scientific Corporation, a Delaware corporation (the “Company”), and the “Participant”, an employee of the Company or any of its affiliates or subsidiaries. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Company’s Long-Term Incentive Plan set forth on the Signature Page of this Agreement (the “Plan”).

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