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EXHIBIT 10.25
AMENDMENT NO. 1
Amendment No. 1 ("AMENDMENT"), dated as of October 22, 1998,
to that certain Credit Agreement, dated as of September 9, 1998, (the "CREDIT
AGREEMENT"), among BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the
"COMPANY" or the "BORROWER"), the lenders party thereto (the "LENDERS"), and
MERRILL LYNCH CAPITAL CORPORATION, a New York banking corporation, as
Administrative Agent, Lead Arranger and Syndication Agent. Capitalized terms
used and not otherwise defined herein shall have the meanings assigned to those
terms in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Company has requested the Lenders to amend
certain covenants in the Credit Agreement; and
WHEREAS, pursuant to Section 10.1 of the Credit Agreement, the
Lenders hereby agree to amend certain provisions of the Credit Agreement as set
forth herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION ONE
AMENDMENTS
1. DEFINITIONS.
The definition of "Eurodollar Rate" in Section 1.1 of the
Credit Agreement is hereby amended by deleting "EURODOLLAR BASE RATE 1.00-
Eurocurrency Reserve Requirements" and substituting in lieu thereof the
following:
" EURODOLLAR BASE RATE
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1.00 - Eurocurrency Reserve Requirements"
2. EVENTS OF DEFAULT
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Section 8.1 of the Credit Agreement is hereby amended as
follows:
(a) in the fourth line on page 44 of paragraph (d) thereof,
"(i)" is hereby deleted and "(iii)" is hereby substituted in lieu thereof;
(b) in the twelfth line on page 44 of paragraph (d) thereof,
"(ii)" is hereby deleted and "(iv)" is hereby substituted in lieu thereof;
(c) in the fourteenth line on page 44 of paragraph (d)
thereof, "clause (i)" is hereby deleted and "clause (iii)" is hereby substituted
in lieu thereof;
(d) in the sixteenth line on page 44 of paragraph (d) thereof,
"(iii)" is hereby deleted and "(v)" is hereby substituted in lieu thereof;
(e) in the twenty-first line on page 44 of paragraph (d)
thereof, "(iv)" is hereby deleted and "(vi)" is hereby substituted in lieu
thereof;
(f) in the twenty-third line on page 44 of paragraph (d)
thereof, "clause (i), (ii), or (iii) above; or (v)" is hereby deleted and
"clause (iii), (iv), or (v) above; or (vii)" is hereby substituted in lieu
thereof; and
(g) in first two lines of the last paragraph of Section 8.1 on
page 45 thereof, "clause (i) or (ii) of paragraph (e)" is hereby deleted and
"clause (iii) or (iv) of paragraph (d)" is hereby substituted in lieu thereof.
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SECTION TWO
CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective on the date on which the
Administrative Agent shall have received duly executed counterparts hereof from
the Borrower and the Majority Lenders.
SECTION THREE
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants (which representations
and warranties shall survive the execution and delivery hereof) to the Lenders
that:
(i) The Borrower has the corporate power, authority and legal
right to execute, deliver and perform its obligations under this
Amendment and have taken all actions necessary to authorize the
execution, delivery and performance of its obligations under this
Amendment; and
(ii) This Amendment has been duly executed and delivered on
behalf of the Borrower by a duly authorized officer of the Borrower and
constitutes a legal, valid and binding obligation of the Borrower,
enforceable in accordance with its terms, except as the enforceability
thereof may be limited by applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors' rights
generally.
SECTION FOUR
MISCELLANEOUS
4.1. Except as herein expressly amended, all provisions of the
Credit Agreement and all other agreements, documents, instruments and
certificates executed in connection therewith are ratified and confirmed in all
respects and shall remain in full force and effect in accordance with their
respective terms.
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4.2. This Amendment may be executed by the parties hereto in
one or more counterparts, each of which shall be an original and all of which
shall constitute one and the same agreement.
4.3. Headings are for convenience only and shall not affect
the construction of this Amendment.
4.4. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICT OF LAWS.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed as of the date first above written.
BOSTON SCIENTIFIC CORPORATION
By:
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Name:
Title:
MERRILL LYNCH CAPITAL CORPORATION,
By:
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Name:
Title: